Bylaws changes to allow election of officers outside of annual meeting

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Bret Hess

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Jun 13, 2022, 1:18:57 PM6/13/22
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Full text of proposed bylaws changes:

See this link to the detailed proposed changes in red.

Summary of proposed changes

1. (introduced in Feb) Introductory member addition  (Article 2.7) 

2. (introduced in Feb) Board vacancies clarification (was Article 4.5, becomes Article 5.5)

3. Annual meeting:  change one purpose from “election” to “review of candidates” for executive board positions (officers)  (Article 3.1).  Remove description of election “at the annual meeting” (was Article 5.2, becomes Article 6.2)

4. Gather scattered voting procedures in a single article, and allow elections outside of the annual meeting. Proposed as Article 4, later articles renumbered.  

Background

#1 and #2 were proposed to the club by email on Feb 26, and we got a few suggestions.  The wording has been revised.

The new proposals (#3, #4) would allow us to elect board members by electronic voting outside of the annual meeting. The current bylaws allow electronic voting on any club business, but the election of officers must be “at the annual meeting”.  With COVID interrupting the annual meetings, it’s been a long time since officers were elected.  Yes, we could have pushed to get a vote at the last annual meeting using proxies, but it didn’t happen.  In any case it’s a bit old fashioned for us to scramble to get proxy voting rights from absent members to make it happen in one night. There are modern services that let association members vote online, with a unique link going to each email address so that we can identify the voters (but not how they vote).  This can take place over a few days, from anywhere, so we don’t have to use proxies.   

#4 also cleans up the wording about voting by combining scattered voting procedures and details in a single article “Voting”.   It has been confusing to try to find these details in the different sections. 

Board input

Five of six board members have approved proposals #1, #2, and four of six have approved #3, #4, with the other board members not responding.   No objections have been raised. 

Club feedback and discussion

To contribute to a public discussion, please reply to this email or post online.  Or you can  contact any board member to pass on comments

Voting

I plan to start a vote on these proposals later this month.


Brad Alston

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Jun 13, 2022, 6:45:18 PM6/13/22
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Thank you Bret.

Just one comment on Article 5, Section 5. Should we change the wording of the last sentence to be "...filled by vote of the members by voting methods specified in Article 4." I believe that may make it more consistent with other bylaws concerned with filling Director positions.

Brad.

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Bret Hess

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Jun 13, 2022, 10:03:31 PM6/13/22
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Good point.   I appreciate the careful reading.  

Bret Hess

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Jun 13, 2022, 10:21:57 PM6/13/22
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Brad Alston pointed out that the new article 5.5 (modified in #2) needs a further modification of its last sentence to be consistent with #3.  Here is the modified proposed article 5.5, with the new change in bold. 

Section 5

Vacancies. Any vacancy in the Board of Directors occurring during the year before a membership meeting shall may be filled for the unexpired portion of the term for the time until the next membership meeting by a majority vote of the remaining Directors. An exception to this rule shall be that in the event of three (3) or more vacancies in the Board of Directors occurring at any one time, they shall be filled by vote of the members at a meeting duly called by methods specified in Article 4.



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