A group of us would like to amend the proposed by-laws
, along the general lines of limiting the terms of the board. We don't think the current board or officers are bad / inept / etc, we applaud their service, and efforts to get to correct and appropriate by-laws for the group. We are not lawyers, what's laid out may not be procedurally or legally correct yet, that's what we hope to achieve. If you are a lawyer and want to set me straight, that would be wonderful. We are members who'd like to tweak things to reflect the dynamism of the organization. (Any posting errors or other screw ups are all mine though)
-- In plain English --
As written, and I'm paraphrasing, so please check the link for the full document above. The board is elected to 3 year terms, the board then elects the officers who serve a 1 year term.
The proposal is to have the officers be elected directly by the membership, and become board members by the fact that they are officers (the statues call this ex officio directors) The MN state statues are here if you wish to peruse them
The rest of the board would be elected in a separate staggered election. Something like officers in the spring at large members in the fall.
---------- Official amended language (it's just a proposal give us your input) follows ----------red text is the current text of the by-law being amended
-> blue text is the proposed amendment to the by-laws.
Your input is greatly appreciated, I would ask that if you want to propose a different amendment to a by-law article that you.
ARTICLE III BOARD OF DIRECTORS
- Please copy the whole by-law including the number at the beginning from the existing proposed by-laws linked above (be aware they appeared to have been OCRed and have typos)
- Please use the same change syntax, I.e. start with the article as written in the proposed bylaws, mark up deletions in red and additions in blue, amendments to amendments would get very messy. If you have the original to your proposed change this allows the proposal of different amendments, as each is complete by itself.
- Please don't use the forum quote blocks for entire posts, it will get too big, very quickly, if you want to quote a section number from these amendments to show the difference, I think that should work well.
Section 3.1. General Powers - the property, affairs and business of the corporation shall be managed by the Board,
Section 3.2. Number - the Board shall consist of three (3) directors and may be increased or decreased (to not less than three) by affirmative vote of a majority of the members entitled to vote at an annual or special meeting of the corporation.
Section 3.3. Qualification - any member in good standing and l8 years of age or older may be nominated to the Board.
Section 3.4. Term - each director shall hold office for three consecutive (3) years
-> one year
or a different period set by the Board as necessary in order to effect staggered terms of directors -> not to exceed eighteen months
, and until a successor is elected and qualified, or until the death, resignation or removal or disqualification. The Board is authorized to establish staggered terms of directors by dividing the total number of directors into groups. The terms of office of the groups need not be uniform.
Section 3.5, Method of Election - successor directors shall be elected at the members' annual or special meeting of the corporation. The president of the corporation shall serve as the election officer, unless such person has a conflict of interest by virtue of being a candidate for director in that election, in which case, the members present and entitled to vote at the meeting shall appoint an election officer. No candidate for the Board or an office shall serve as an election officer.ARTICLE IV OFFICERS
Section 4.1. Officers Required - the corporation must have a president, treasurer and secretary, which positions shall be filled by natural persons who are members of the corporation. No person shall hold more than one office. The Board
-> The Members
shall elect the officers. The Board may elect and appoint other officers as the Board considers necessary for the operation and management of the corporation, each of whom has the powers, rights, responsibilities and terms in office provided for in these Bylaws or determined by the Board
-> pending the approval of the membership
Section 4.2. Qualification - any member in good standing and l8 years of age or older may be elected and appointed as an officer.
Section 4.3. Term - each officer shall hold office for one year and until a successor is elected and qualified, or until the death, resignation or removal or disqualification.
Section 4.4. Method of Election - officers shall be elected at the Board's
annual or special meeting of the corporation. The president of the corporation shall serve as the election officer, unless such person has a conflict of interest by virtue of being considered for that office, in which case, the Board members present and entitled to vote at the meeting shall appoint an election officer.ARTICLE IX AMENDMENTS
Section 9,1. Amendments - unless the Articles of Incorporation provides for members the power to adopt, amend or repeal these Bylaws, these powers are vested in the Board.
(a) The power of the Board is subject to the power of the members with voting rights who can adopt, amend or repeal bylaws adopted, amended or repealed by the Board. Unless the Articles of Incorporation or these Bylaws provide otherwise, at least 50 members with voting rights or ten percent (10%) of the members with voting rights, whichever is less, may propose a resolution for action by the members to adopt, amend, or repeal bylaws adopted, amended or repealed by the Board. The resolution must contain provisions proposed for adoption, amendment or repeal. The limitations and procedures for submitting, considering or adopting the resolution are the same as provided in Minn. Stat. 317AJ33, for amendment of the Articles of Incorporation, except that Board approval is not required.
(b) The Board cannot adopt, amend or repeal a bylaw fixing a quorum for meetings of members, prescribing procedures for removing directors or filling vacancies in the Board or fixing the number of directors or their classifications, qualifications or terms of office. A bylaw amendment to increase or decrease the vote required for a member action must be approved by the members.
© The Board can adopt or amend a bylaw to increase the number of directors, subject to approval by the membership at a regular (monthly) or special meeting.