President’s message: SCNA bylaws revised to allow board to make rapid response

The board has unanimously approved changes to the SCNA bylaws that became necessary as a result of COVID-19 restrictions and other recurring events.

While electronic meetings have become nearly universal, implementation by SCNA (a nonprofit organization) was not that simple.

SCNA bylaws, which contemplated in-person meetings, were silent on the subject of electronic meetings. The state Corporations Code and Robert’s Rules of Order have been helpful, but we needed a more permanent solution.

Additionally, we often receive requests requiring board action prior to board meetings. We needed to find a way to act in a timely manner, but still allow the board to have final say over any action taken. This provided the impetus for the second amendment.

The two amendments, with all members voting, were formally approved by the board.

The language of the amendments follows:

ARTICLE IV, Board of Directors, Section 6. Meetings,

B. 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:

  1. Identifying all participants
  2. Ability of all participants to see and hear one another.
  3. Support for anonymous voting
  4. Identifying those seeking to speak
  5. 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.

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.



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