(Bylaw Changes highlighted)
ARTICLE IX, Dissolution; Section 1. Dissolution Determination
NEW:
In the event the organization’s membership falls to less than forty (40) Active members, or fewer than the minimum number of members required to constitute the Board under these Bylaws are willing to serve on the Board, or fewer than four (4) Active members are willing to serve on the Executive Committee, the President will call a meeting to discuss dissolving the organization. The meeting time, place, and location will be announced a month in advance.
A majority of the members will determine whether the organization shall continue or be dissolved.
OLD:
Section 1. Dissolution Determination. In the event the organization’s membership falls to less than 40 members, or less than 11 members are willing to serve on the Board, or less than four are willing to serve on the Executive Committee, the President will call a meeting to discuss dissolving the organization. The meeting time, place, and location will be announced a month in advance.
ARTICLE X, Board of Directors; Section 1. Composition
NEW:
The Board of Directors shall consist of no fewer than seven (7) members, including the members of the Executive Committee. There shall be no maximum number of members of the Board.
OLD:
The Board shall consist of no fewer than eleven (11) and no more than fifteen (15) members.
ARTICLE X, Board of Directors; Section 2. Terms of Service (Subsection A)
NEW:
Members-at-large of the Board of Directors shall serve one (1) year terms and may serve a maximum of three (3) consecutive terms. A member-at-large who has served three (3) consecutive terms shall be ineligible for election or appointment as a member-at-large for a period of two (2) years following the completion of their third consecutive term.
This limitation shall not prevent an otherwise eligible member from being nominated for or elected to an Executive Committee office during or following such period of ineligibility. Service in an Executive Committee office shall not be considered service as a member-at-large for purposes of the three-term limitation.
After completing the two (2) year period of ineligibility as a member-at-large, the individual shall again be eligible for election or appointment as a member-at-large, subject to all other eligibility requirements established by these Bylaws.
Note: This is a NEW proposed component that would be nested under Section 2: Eligibility.
Section 2 reads:
To be eligible for appointment to the Board a person shall be a member in good standing. To avoid conflict of interest, any person employed by or under contract to SWW may not be a member of the Board of Directors.
ARTICLE XI, Officers; Section 1D. Duties.
NEW:
The Executive Committee is authorized to function on behalf of the Board in matters of emergency and in interim periods between regularly scheduled Board meetings. All actions taken by the Executive Committee on behalf of the Board are contingent upon ratification and must be voted upon by the Board at its first subsequent meeting, except as otherwise provided in these Bylaws.
In the event that strict compliance with a provision of these Bylaws would prevent the Organization from filling a necessary elected or appointed position, conducting necessary organizational business, or otherwise fulfilling its purposes, the Executive Committee may, by majority (3 of 4 members) agreement of its members, temporarily waive or modify the application of that provision when reasonably necessary to address the circumstances.
Any waiver or modification shall be limited in scope and duration to what is reasonably necessary to address the circumstances giving rise to it and shall not constitute a permanent amendment to these Bylaws. The Executive Committee shall document the waiver or modification and the reasons for its action in the minutes of the meeting at which it is approved. This authority shall not permit the Executive Committee to waive or modify any requirement imposed by applicable law or to permanently alter, amend, or repeal these Bylaws.
OLD:
The Executive Committee is authorized to function on behalf of the Board in matters of emergency and in interim periods between regularly scheduled Board meetings. All actions taken by the Executive Committee on behalf of the Board are contingent upon ratification and must be voted upon by the Board at its first subsequent meeting.
ARTICLE XI, Officers; Section 3(B)
NEW:
To be confirmed for any elected office, a person shall have been a member in good standing for no less than two (2) years immediately preceding the date of confirmation and shall have either:
- been a member of the Board for at least one (1) year;
- served in an advisory role or capacity to the board for at least one (1) year, such as, but not limited to, individuals who have headed up a special project or who have taken responsibility for a specific task, served as a committee chair, or who have specific historical or expert knowledge; or
- demonstrated other relevant experience, knowledge, or service that, in the judgment of both the Executive Committee and the Nominating Committee, qualifies the person to serve effectively in the elected office.
The Executive Committee and Nominating Committee shall jointly determine whether such experience, knowledge, or service is sufficient to satisfy the requirements of this subsection. Such determination shall be made prior to the candidate’s nomination.
OLD:
To be confirmed for any elected office a person shall have been a member in good standing for no less than two (2) years immediately preceding the date of confirmation, and a member of the Board for at least one (1) year, or in the alternative a member of the Advisory Committee for at least one (1) year.