SCNA Board members have been discussing some bylaw changes that address its current situation relating to the conduct of electronic meetings and providing authority for the Executive Committee to act on matters that require responses/action prior to regular board meetings. The Executive Committee has developed and approved two amendments (attached) that are being submitted to all board members in accordance with Article XI: Amendment of the Bylaws, Section 2. Power of Directors of the Revised September 4, 2018 Bylaws.
The Executive Committee intends to present these proposed amendments for board approval at our next regularly scheduled board meeting on September 2, 2020 and is providing this notice in compliance with the above Article and Section. Section 2 requires ten (10) days written or published notice to all members that shall include copies of the proposed amendments. It also requires a two-thirds(2/3) vote by the attending board members. Please note that since these amendments do not impact on SCNA membership or voting rights a vote on the entire membership is not required.
Bill Hoover, SCNA President
Amendments to Revised September 5, 2018 Bylaws, Article IV: Board of Directors, Section 6. Meetings, to rename paragraph B. Special Meetings and paragraph C. Quorum as Paragraphs C. and D., respectively, and to add a new paragraph B. Meetings Held Electronically
Section 6. Meetings
A. Regular Meetings
B. Meetings Held Electronically
Whenever conditions or circumstances exist, not the product of SCNA Board action or inaction, that prevent the conduct of in person board, committee or other meetings permitted under these Bylaws, such meetings may be conducted through the use of videoconference or other electronic communication means designated by the President or the Board.
Such communication services shall have the following minimum capabilities:
- Identifying all participants
- Ability of all participants to see and hear one another.
- Support for anonymous voting
- Identifying those seeking to speak
- Support for document retrieval and visual displays (i.e. vote tallies, pending motions, etc
The conduct of any electronic meetings shall be subject to rules adopted by the Board, which may include reasonable limitations on, and requirements for, Board members’ participation. Any such rules adopted by the Board shall supersede any conflicting parliamentary authority. Anonymous voting conducted at a meeting conducted electronically shall be deemed a valid ballot, fulfilling any Bylaw or rules requirement for a ballot vote.
C. Special Meetings
Proposed amendment to Revised September 5, 2018 Bylaws to authorize the Executive Committee to act prior to Regular Board Meeting. The Section was rewritten for clarity and the added language is highlighted.
ARTICLE V, Section 3. Executive Committee
The Executive Committee shall consist of the Officers of the Board and one At Large board member. The at large member shall be elected by the Board of Directors at the January Organization meeting.
The Executive Committee shall meet as required on matters of routine management of the SCNA and, further, shall have the power to act on behalf of the Board in any matter where action is required prior to the next Board meeting. Any action by the Executive Committee taken prior to a board meeting shall appear on the next board meeting’s agenda for ratification. The Board may also delegate certain responsibilities and duties to the Executive Committee, provided that all corporate powers, activities and affairs of SCNA shall be exercised under the ultimate direction of the Board.