Draft Proposal: Amendments to ABA Bylaws

Current text to be removed is struck through; added text is bolded.

Art II, Sec 4, par c

Notice of Meetings. Notice of any meeting of the members stating the place, date, and hour of the meeting shall be sent by mail not less than ten (10) nor more than sixty (60) one hundred eighty (180) days prior to the date of the meeting, to each member in good standing.  In the case of a special meeting, the notice shall state the purpose(s) for which it is being called and the person(s) by whom it is called.  All notices may be published in any scheduled publication of the Association, in lieu of mailing individual notices.  If mailed, the notice of any meeting shall be deemed delivered when deposited in the United States Mail, addressed to each member at the address that appears on the records of the Association, with postage thereon prepaid.

Art II, Sec 5, par c

Termination of Membership. A membership may be terminated by one of the following methods:  (a) failure of the member to pay the renewal dues when the same are due and payable, or (b) the filing with the Secretary of a written notice of termination by the member, or (c) with or without cause by a majority of the board of directors.  The event of termination shall not entitle any member to a refund of dues.  The board of directors shall have the right to refuse to accept payment of membership dues from any person.  Terminated members, or individuals refused into membership, shall not be considered in good standing and shall not be entitled to vote.

Art III, Sec 3, par c

Election. Nominations to the position of director shall be made by the Board Governance Committee or by any member in good standing or by any employee of the Association. All nominations shall be submitted to the Secretary of the Association shall recommend candidates for nomination to the position of director and submit the nominations not less than sixty (60) days prior to the annual meeting of the membership of the Association at which the election for directors of the Association will take place.  The board of directors shall determine the nominees, and the Secretary of the Association shall cause the names of the all nominees for directors of the board to be published to the members of the Association not less than ten (10) nor more than sixty (60) days prior to the annual meeting of the Association.

Art III, Sec 7, par c

Notice. Notice of each meeting of the board of directors, stating the place, date and hour of the meeting, and, in the case of special meetings, the purpose therefore thereof, shall be sent to each director and to all members of the Association in good standing not less than seven (7) nor more than fifty (50) days prior to the date of the meeting.  Notice of any special meeting may be in writing, delivered personally or sent by mail, email or facsimile, to each director and to all members in good standing at their address as shown in the records of the Association, or by telephone call, provided such telephone call is directly received by the director or member.  If mailed, such notice shall be deemed to be delivered when deposited in the United Sates Mail in a sealed envelope so addressed, with postage thereon prepaid.  If notice is given by facsimile, such notice shall be deemed to be delivered when the facsimile is sent and confirmation of receipt is received by the facsimile sender.  Any director may waive notice of any meeting.  The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Art III, Sec 7, par f

A majority of the directors present at any meeting, whether or not a quorum is present, may adjourn that meeting to another time and place without further notice. All meetings, special or regular, of the board of directors and of committees of the board of directors shall be open to attendance by any member in good standing or by any employee of the Association, except when the board is meeting in closed session to discuss individual personnel matters.

Art III, Sec 8, par d

Board Governance Committee. The Board Governance Committee shall obtain and nominate candidates for the board of directors of the Association, and shall periodically review, and recommend to the board, the criteria for selection of directors.  The committee shall follow the nomination procedures set forth in Article III, Section 3, of these bylaws.

The committee shall evaluate the operations and performance of the board, its members, and committees, for the purpose of determining whether the board and its members are fulfilling their responsibilities to each other, and to the Association, its bylaws, goals and objectives.  The committee may recommend to the board of directors the retention or replacement of board members. The Board Governance Committee shall publish a written report to the membership at least once each calendar year detailing its assessment of whether the board and its members are fulfilling their responsibilities to the Association, its bylaws, goals, and objectives.

The committee shall consist of five (5) members, three (3) of whom shall be the Chair of the board of directors and two (2) other directors.

Art III, Sec 9, par b

Removal. Any director may be removed as a director by a two-thirds majority vote of the members in good standing present in person or by proxy at any meeting of the Association; or, for cause, by a two-thirds majority vote of the directors present in person or by proxy at any duly constituted meeting of the board of directors. To the extent that removals do not contravene the requirements of the Association’s legal status, there is no limit on the number of directors who may be removed simultaneously by a vote of the members in good standing present in person or by proxy at any meeting of the Association.

Art IV, Sec 2

Officers shall be members of the Association.  Any officer appointed by the board of directors may be removed by a majority vote of the members in good standing of the Association, or by the board of directors whenever in its judgment the best interests of the Association would be served thereby.

An officer may resign at any time by giving written notice to the President, or, if the President, to the Board Chair.  Such resignation shall take effect at the time specified therein, or, if no time is specified, then upon delivery.

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