ORIGINAL TEXT

Article IV Board of Directors

Section 4.5 Regular Meetings. There shall be at least nine regular meetings of the Board annually. The Secretary or the President shall notify by written notice each director of all regular meetings at least one week before any such meeting, giving the time, and place of the meeting. No action taken at any regular Board meeting attended by three-fourths of the directors shall be invalidated because of the failure of any director to receive any notice properly sent or because of any irregularity in any notice actually received. Any Member may attend a Board meeting as an observer.

PROPOSED AMENDMENTS

Note: ALL amendments insert language allowing Virtual Meetings.

Section 4.5 Regular Meetings. There shall be at least nine regular meetings of the Board annually. The Secretary or the President shall notify each director of all regular meetings at least one week before any such meeting, giving the time, the virtual delivery system used or place of the meeting. No action taken at any regular Board meeting attended by three-fourths of the directors shall be invalidated because of the failure of any director to receive any notice properly sent or because of any irregularity in any notice actually received. Any Member may attend a Board meeting as an observer.

Section 4.12. Executive Committee. The Executive Committee shall be composed of the President, President Elect, Past President and two (2) Board members elected by the Board, one of whom may be nominated by the President. Three (3) members shall constitute a quorum. The Committee, subject to the restrictions in Section 4.11, shall have the power of the Board to transact emergency business between Board meetings and any other duties the Board or the President may designate. The President may call a meeting of the Committee at any time. Executive Committee Meeting may be held by telephone, or email. For meetings held by email, all decisions reached must be unanimous. The president may request a decision by email. Any decision reached by email must be unanimous. A written report of all decisions reached and the names of those who participated must be presented to the Board at the next scheduled meeting for ratification.

The Board may appoint an alternate for, or by a majority vote of the entire Board, may replace any Executive Committee member who is unable to attend such meetings.

Section 4.12. Executive Committee. The Executive Committee shall be composed of the President, President Elect, Past President and two (2) Board members elected by the Board, one of whom may be nominated by the President. Three (3) members shall constitute a quorum. The Committee, subject to the restrictions in Section 4.11, shall have the power of the Board to transact emergency business between Board meetings and any other duties the Board or the President may designate. The President may call a meeting of the Committee at any time. The Executive Committee Meeting may be held by telephone, in person, via a virtual delivery system, or by email. For meetings held by email, all decisions reached must be unanimous. The president may request a decision by email. Any decision reached by email must be unanimous. A written report of all decisions reached and the names of those who participated must be presented to the Board at the next scheduled meeting for ratification.

The Board may appoint an alternate for, or by a majority vote of the entire Board, may replace any Executive Committee member who is unable to attend such meetings.

    Article VII Membership Meetings and Notices

Section 7.1. Regular and Special Meetings. There shall be at least one regular membership meeting each year, called the Annual Meeting. Time and place shall be determined by the Board. A special or emergency membership meeting may be called, upon at least fourteen (14) days’ notice, by the President with the concurrence of three directors, or by any threemembers of the Executive Committee

Section 7.1. Regular and Special Meetings. There shall be at least one regular membership meeting each year, called the Annual Meeting. Time and the virtual delivery system to be used or the meeting place shall be determined by the Board. A special or emergency membership meeting may be called, upon at least fourteen (14) days’ notice, by the President with the concurrence of three directors, or by any three members of the Executive Committee

Section 7.5 Notice of Annual Meeting. Written notice of each Annual Meeting shall be given to each Member not less than twenty (20) nor more than ninety (90) days before the Annual Meeting. Such notice shall include: (a) the date, hour, and place of the Annual Meeting, and (b) details of those matters listed in Section 7.4 which the Board, at the time of mailing the notice, intends to present for action, but, subject to the provisions of applicable law, any proper matter may be presented at the Annual Meeting for action.

Section 7.5 Notice of Annual Meeting. Written Notice of each Annual Meeting shall be given to each Member not less than twenty (20) nor more than ninety (90) days before the Annual Meeting. Such notice shall include: (a) the date, hour, and virtual delivery system to be used at the meeting or the place of the Annual Meeting, and (b) details of those matters listed in Section 7.4 which the Board, at the time of mailing the notice, intends to present for action, but, subject to the provisions of applicable law, any proper matter may be presented at the Annual Meeting for action.

Article VIII Nominations and Elections

Section 8.3 Elections. Elections shall be in the charge of an Election Committee appointed by the President prior to the election. A quorum of 10% of qualified Voting Members must be present to hold an election. All voting shall be by voice vote, except voting shall be by ballot where there is more than one nominee for an office or when any Member makes written demand for a ballot before voting begins. A majority vote of those present and qualified to vote and voting shall constitute an election. If there are more than two candidates for an office, voters shall rank their preference for the candidates and Instant Runoff Voting shall be used to ensure that the winner has a majority.

Section 8.3 Elections. Elections shall be in the charge of an Election Committee appointed by the President prior to the election. A quorum of 10% of qualified Voting Members must be present to hold an election. All voting shall be by voice vote, unless a ballot vote is otherwise determined by the Board for a special circumstance. Also, voting shall be by ballot where there is more than one nominee for an office or when any Member makes written demand for a ballot before voting begins. A majority vote of those present and qualified to vote and voting shall constitute an election. If there are more than two candidates for an office, voters shall rank their preference for the candidates and Instant Runoff Voting shall be used to ensure that the winner has a majority.

Note: Language allows ballot vote in special circumstances.

ORIGINAL TEXT

ARTICLE IV BOARD OF DIRECTORS

Section 4.1 Number, Selection, and Term of Office. The Board shall have a minimum of 14 and a maximum of 20 members: five elected officers, as provided for in Section 5.1 of these bylaws nine (9) elected directors, and no more than six (6) appointed directors. Elected directors shall be elected at each Annual Meeting and shall take office at the close of that Annual Meeting. The elected directors may appoint up to six (6) other directors as they deem necessary to carry out the work of the League. The number of appointed directors shall not exceed one-third of the total number of officers and directors. All directors shall hold office until the end of the next Annual Meeting or until their successors are elected or appointed and qualified. 

PROPOSED AMENDMENTS

Section 4.1 Number, Selection, and Term of Office. The Board shall have a minimum of 14 and a maximum of 20 members: five elected officers, as provided for in Section 5.1 of these bylaws and no less than nine (9) and no more than fifteen (15) elected directors. Elected directors shall be elected at each Annual Meeting and shall take office at the close of that Annual Meeting. All directors shall hold office until the end of the next Annual Meeting or until their successors are elected or appointed and qualified. 

Note: This requires that all Directors are elected at the annual meeting.

Section 4.8 Quorum. A majority of the current members of the Board of Directors (Co-Directors will have only one vote at a meeting) constitutes a quorum for the transaction of business, except to adjourn as provided for in Section 4.10. Every decision made by a majority of the directors present at a meeting at which a quorum is present shall be regarded as the act of the Board, unless a greater number be required by law or these Bylaws. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of directors, if any action taken is approved by a majority of the quorum for that meeting.

Section 4.8 Quorum. A majority of the current members of the Board of Directors constitutes a quorum for the transaction of business, except to adjourn as provided for in Section 4.10. Every decision made by a majority of the directors present at a meeting at which a quorum is present shall be regarded as the act of the Board, unless a greater number be required by law or these Bylaws. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of directors, if any action taken is approved by a majority of the quorum for that meeting.

Note: Removes reference to co-directors, which is no longer applicable.