Amendment 1, add to the end of Article XIII (Voting, Proxies, and Quorums) of the Bylaws a new section:
The President may conduct meetings of the Board of Directors by electronic means. Electronic means includes telephone conference call, internet-based video conference, fax, or email. Actions taken in meetings held by electronic means shall have the same effect as a meeting with the Board of Directors physically assembled and meeting in a common location.
Meetings conducted by electronic means are limited to one topic, must meet the notice requirements of Article VII, Section 4 of these Bylaws, and may not take the place of regularly-scheduled meetings. The quorum requirements of the Bylaws also must be followed.
Business conducted according to this Section will be recorded in minutes of the meeting and presented to the Board of Directors by the Secretary for the approval of the Board of Directors. When taking a vote by electronic means, the President must poll all board members with voting privileges.
When meeting by conference call or internet-based video conference, the meeting will be conducted in the same manner as a meeting in which the members are physically assembled.
When email or fax is used to take a vote, the President must establish a deadline for responding to the request for vote and the deadline must be at least five (5) days following transmittal of the business to the voting members of the Board of Directors. The deadline to vote must be included in the request for a vote. Any votes received after the deadline will not be counted. Response to the request for vote must be either “yes”, “no” or “I desire a discussion”. If three members of the Board of Directors request discussion of the topic, the special meeting will be declared adjourned by the President and the matter must be added to the agenda of the next meeting of the Board of Directors. Members casting their vote when requested by email or fax may respond in the following manner: by email, fax, telephone, or in person at the association’s office. All votes will be collected by the Executive Vice President. After the deadline for the vote has passed, the Executive Vice President will report the results of the voting to the Secretary, who will approve the results and report them to the Board of Directors.
This section also applies to any standing committee, Council Board of Trustees, or committee or task force properly formed by the Board of Directors.
RATIONALE: State law requires that the bylaws allow for meeting and voting by electronic means in order for meetings and votes to be held electronically. This amendment will satisfy state law and allow the Board of Directors and committees to meet by conference call as well as allow for voting on non-controversial matters by electronic ballot.
Amendment 2, Add to the end of Article X (Board of Directors), Section 5, of the Bylaws:
If an Officer or Director has missed consecutive meetings of either the Board of Directors or the Executive Committee, the Officer or Director is ineligible to vote until he or she has attended one meeting without voting privileges of the governing body at which he or she has missed consecutive meetings.
RATIONALE: The bylaws are proposed to be strengthened the voting rights of a member of the Board of Directors who has missed two meetings in a row. The Bylaws Committee believes that consistency of attendance is important to good association governance and this amendment will encourage directors to consistently attend meetings of the Board of Directors.
Amendment 3, Amend Article X (Board of Directors), Sec. 7., of the Bylaws as follows:
(a) Regular meetings of the Board of Directors shall be held
each month quarterly and may meet at other times when a meeting is called in compliance with Section 7.b. of this Article. The President may cancel meetings of the Board of Directors when there is a lack of business to conduct. However, the Board of Directors must meet at least ten (10) four (4) times in a year and may not fail to meet for two four consecutive months.
RATIONALE: This amendment will allow the Board of Directors to meet less frequently while still fully addressing the association’s business. The Board of Directors would like to meet quarterly for regular business and will meet at least two additional times during the year for strategic planning and orientation. This change is consistent with best practice for association boards of directors and is intended to be more efficient with the time of volunteers and staff.
The Bylaws amendments will be considered at the association's Annual Membership Meeting on November 11. To register for the Annual Meeting, click here.