Board News

The Board approved some minor changes to the bylaws to improve the way the board operates. The full text of the current bylaws is available on our web site.

The first change is to clarify a quorum of the board making the minimum number of directors fifty percent of the total board (nine directors) instead of fifty percent of the filled seats. The specific change is to Article 3, Section 13, first sentence. Old “A quorum shall consist of 50% of filled Directorships in attendance.” New: “A quorum shall consist of 50% of the Directorships.” If there isn’t a quorum, the club will still function, but the board may not vote in anything new. If fewer than fifty percent of the seats are filled, this change would force the board to hold elections as soon as practical.

The second change will allow directors to abstain during a vote. As is, the bylaws have been interpreted to mean directors must vote yes or no, abstention votes effectively count as no votes. So, a director may not recuse himself from a vote, not even if there is a conflict of interest. The specific change is to Article 3, Section 13 and Section 14, (it’s the same change to the same wording in each section). Old: “Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors...” New: “Every act or decision done or made by a simple majority of affirmative votes versus negative votes of the directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors...”

The membership will be asked to ratify these changes at the next general meeting.