WSGNA Proposed Bylaw Changes
Important Memo to all WSGNA Members from the WSGNA Board of Directors
The WSGNA Board of Directors would like to update our current bylaws. Per policy all members must be provided 30 days to approve the changes. Please review the proposed changes below. Voting will take place on April 4, 2009 at our annual meeting in Green Bay at the Hotel Sierra, 333 Main Street, Green Bay, WI. At this annual meeting all members that are present will vote on acceptance of these bylaw changes. Please take time to review them and if you have any questions, feel free to contact any board member. Thanks and we will see you in Green Bay.
RECOMMENDATION: It is requested that WSGNA members approve the following changes to the bylaws.
Most changes are being made to adopt the language of the last revision of SGNA bylaw changes in 2008. Other changes are for clarification or to reflect practices that are currently observed—particularly regarding electronic mailings.
Article VI: Officers and Directors
6.02 Directors
Current Amendment: WSGNA Board of Directors shall consist of a minimum of three directors…..
Recommended Amendment: WSGNA Board of Directors shall consist of a minimum of two directors….
Article VII: Nominations & Elections
7.02 Eligibility
7.021
Current Amendment: Only voting members are eligible to serve as a director, officer, or member of the Committee on Nominations and Elections.
Recommended Amendment: Must have been a voting member of SGNA for 2 consecutive years prior to nomination
7.022
Current Amendment: The President and President-Elect must satisfy the additional qualification of having served as a director, Secretary, or Treasurer prior to nomination
Recommended Amendment: The President and President-Elect must satisfy the additional qualification of having served as an elected board member who has served within the past 5 years of nomination.
Article VIII: Membership Meetings
8.03 Notice of Membership Meeting
Current Amendment: Written or printed notice stating the place, day, and hour of any meeting of members shall be sent by regular mail, to each member of each class not less than 14 days before the date of such membership meeting.............shall be deemed to be delivered when deposited in the U.S. mail addressed to a member at the address as it appears on the records of the Regional Society with postage thereon prepaid.
Recommended Amendment: Written or printed notice stating the place, day and hour of any meeting of members shall be sent by regular mail, electronic means, or any combination thereof, to each member of each class not less than 14 days before the date of such membership……….shall be deemed to be delivered when deposited in the U.S. mail addressed to a member as it appears on the records of the Regional Society with postage thereon prepaid or when sent by electronic means to the electronic mail address of the members on file with the Society.
8.051
Current Amendment: At Membership Meetings Voting shall be conducted in accordance with standing rules adopted by the members in attendance, providing that proxy voting shall be allowed.
Recommended Amendment: Voting by written proxy shall be allowed to the extent permitted by applicable law. Proxies may be delivered by regular mail, facsimile, electronic means or any other reasonable medium for transmission of text.
8.052
Current Amendment: By Mail: The directors, by majority vote of all directors, may order a mail vote on any item of business which is subject to the approval of the voting members. An affirmative vote of a majority of members voting by mail shall be necessary for adoption of any matter, except elections, unless a greater number is required by law, the Articles of Incorporation or these bylaws.
Recommended Amendment: Written Ballot: Action of the members may be taken without a meeting if the Society delivers a written ballot to every member entitled to vote on the matter. Written ballot includes a ballot transmitted or received by electronic means.
8.053
Current Amendment: Unless a larger proportion of affirmative votes is required by these Bylaws, in the Articles of Incorporation by law or by the policies and procedures of SGNA, the affirmative vote of (a) a majority of the members present and voting at any duly constituted meeting of the membership or (b) a majority of the members submitting votes in a vote by mail ballot, shall be sufficient to authorize any act by the membership.
Recommended Amendment: Unless a larger proportion of affirmative votes is required by these Bylaws, in the Articles of Incorporation or by law, the affirmative vote of a majority of the members present and voting at any duly constituted meeting of the membership, including members represented by proxy or voting by written ballot, shall be sufficient to authorize any act by the membership.
Article IX: Board of Directors
9.03 NumberCurrent Amendment: The Regional Society shall have __ directors. The directors shall be of two kinds: ex-officio and at-large. Directors shall serve their respective terms of office and shall continue in office until their successors have been duly elected.
Recommended Amendment: The Regional Society shall have a minimum of 2 directors. The directors shall be of two kinds: ex-officio and at-large. Directors shall serve their respective terms of office and shall continue in office until their successors have been duly elected.
Article XVIII
18.03 Between Annual Business MeetingsCurrent Amendment: In the absence of, or between Annual Business Meetings, Amendments to the Bylaws may be submitted to the membership by mail ballot conducted by the Board, provided that a period of at least thirty (30) days shall be given between the date the ballots are mailed and a date fixed for the close of voting thereon. To be adopted, each such Amendment must receive the affirmative vote of two-thirds (2/3rds) of the members voting by mail.
Recommended Amendment: In the absence of, or between Annual Business Meetings, Amendments to the Bylaws may be submitted to the membership by mail or electronic ballot conducted by the Board, provided that a period of at least thirty (30) days shall be given between the date the ballots are mailed or sent by electronic means and a date fixed for the close of voting thereon. To be adopted, each such Amendment must receive the affirmative vote of two-thirds (2/3rds) of the members voting by mail/electronic mail.
On April 4, 2009, voting on these recommended changes in bylaws will be done at the Annual Business Meeting. On April 6, 2009 a report with the elected changes will be filed with National SGNA Board of Directors for their approval at their board meeting in May, 2009.
If you have any questions or comments, please feel free to call or email any board member. Click here to find their phone numbers and email addresses.
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