By-Laws Amendments Proposed by Great Lakes United Board – February 2012
By-Laws Amendments Proposed by Great Lakes United Board – February 2012
Dear Great Lakes United Members,
Last fall Great Lakes United’s board recommended to our membership the following amendments to our by-laws. Unfortunately these proposals were not listed for voting by member groups during the electronic voting period from December 5-9 necessitating a special meeting of the Assembly to consider the recommendations.
To be passed, by-law amendments must be passed by two-thirds of the member groups voting. A copy of the full current by-laws is available at www.glu.org/current_bylaws
A special electronic meeting of the Great Lakes United Assembly will take place Wednesday March 28th through Friday March 30th, 2012, to vote on the following proposed By-law amendments.
Please take a few minutes to help us with this important housekeeping.
In the proposed amendment description below, the added wording is highlighted in yellow. If wording is removed, it is shown with a stroke through the current wording. Questions regarding these proposed amendments should be directed to Barbara Cram-Crabtree, Chair of the Nominations and By-laws Committee, via: ccbarb@gmail.com.
1) Proposed Amendment to Article VI:
Purpose: To ensure that the GLU officers contain representatives from both Canada and the U.S., while giving more flexibility as to which officer positions they fill.
Current Wording:
The officers of the Corporation shall be President, Vice-President, Secretary, and Treasurer, and will be elected from within the board contingent. The Vice-President must be of a different national citizenship than the President.
Proposed Amendment:
The officers of the Corporation shall be President, Vice-President, Secretary, and Treasurer, and will be elected from within the board contingent. The Vice-President must be of a different national citizenship than the President. Officers shall include at least one person with citizenship in Canada and at least one with citizenship in the U.S.
2) Proposed Amendment to Article VIII, Section 2:
Purpose: 1) To allow an emeritus director to commit to less than a full five-year term. 2) To clarify that, if a director fills in the conclusion of the term of someone who left the board early, the counting of that director’s allowed number of terms on the board does not begin until they are elected to a full-term. 3) To increase the length of time that a non-executive director can serve on the board.
Current Wording:
Terms for officers shall be for one year. Terms for Directors shall be as follows:
• Regional, At-Large, and General Directors: two years
• Emeritus: five years
• Immediate Past President: equivalent to the term of their successor as president
Non-executive Directors shall be eligible for re-election or re-appointment, if otherwise qualified, to serve a maximum of three consecutive terms (6 years).
Executive Officers shall be eligible for re-election in the following year, if otherwise qualified, to serve a maximum of five consecutive terms (10 years).
No officer shall serve in the capacity of President or Vice President for more than 3 consecutive terms (3 years).
Proposed Amendment:
Terms for Directors shall be as follows:
· Regional, At-Large, and General Directors: two years
· Emeritus: maximum of five years
· Immediate Past President: equivalent to the term of their successor as president
Non-executive Directors shall be eligible for re-election or re-appointment, if otherwise qualified, to serve a maximum of four consecutive full terms.
Individuals who have served as Executive Officers shall be eligible for re-election or reappointment, if otherwise qualified, to serve on the Board for a maximum of five consecutive full terms.
No officer shall serve in the capacity of President or Vice President for more than 3 consecutive full terms.
3) Proposed Amendment to Article IX, Section 2:
Purpose: To make the quorum for Board business more flexible so that a situation does not arise that makes it very difficult to conduct board business when all the board positions are not filled.
Current Wording:
At any meeting of the Board of Directors, at least (9) nine members of the Board shall be necessary to constitute a quorum for the transaction of business, and the actions of the majority.
Proposed Amendment:
At any meeting of the Board of Directors, at least fifty-one percent of the filled Board positions shall be necessary to constitute a quorum for the transaction of business, and the actions of the majority. The quorum shall never be less than five.
4) Proposed Amendment to Article IX, Section 4:
Purpose: To give the Board direction to not allow the number of vacancies on the board to become too large, and to ensure that the priority is placed on filling the positions that ensure representation from around the basin.
Current Wording:
A vacancy in the office of the President, Vice-President, Secretary, Treasurer or Director may be filled by a vote of the Board of Directors, with those appointed to hold office until the next regular election for that office. Appointments to un-expired terms shall not be considered a term of office for purposes of maximum consecutive terms of office as defined in Article VII, Section 2.
Proposed Amendment:
A vacancy in the office of the President, Vice-President, Secretary, Treasurer or Director may be filled by a vote of the Board of Directors, with those appointed to hold office until the next regular election for that office. The Board shall strive to ensure that at least 10 positions on the Board are filled at all times. The Board shall place its top priority on filling any vacant regional director or at-large director positions. Appointments to un-expired terms shall not be considered a term of office for purposes of maximum consecutive terms of office as defined in Article VII, Section 2.
5) Proposed Amendment to Article X, Section 1:
Purpose: 1) To provide more flexibility on the committees that must be set up. 2) To allow for appointment of non-board members of GLU to participate on some committees.
Current Wording:
The President shall, within 30 days of election, appoint committees herein named and such other committees as he or she or the Board of Directors deems necessary and advisable, subject to the approval of the Board of Directors.
Proposed Amendment:
The President shall, within 30 days of election, appoint the standing committees herein named, subject to the approval of the Board of Directors. The President, with the approval of the Board, may choose to combine the functions of any of the standing committees listed in the by-laws.
The President, with the approval of the Board, may establish additional committees not listed as standing committees in the by-laws on an as-needed basis. At the discretion of the President and Board, non-board members of Great Lakes United may be appointed to the non-standing committees.
6) Proposed Amendment to Article X, Section 2:
Purpose: To give flexibility in terms of the number of people on the Finance Committee. The number on that committee is larger than is needed.
Current Wording:
The Finance Committee shall consist of the Treasurer and four members of the Board of Directors appointed annually by the President.
Proposed Amendment:
The Finance Committee shall consist of the Treasurer and four other members of the Board of Directors appointed annually by the President.
7) Proposed Amendment to Article XIII, Section 3:
Purpose: To clarify matters around rights to attend meetings and restrictions on attendance at a meeting.
Current Wording:
All meetings of the Corporation shall be open to attendance by any member or interested person, provided that the Board of Directors may meet in closed session only on personnel matters, and purchase or sale of real estate. Any interested person may, at the pleasure of the Chair of the meeting, have privilege of the floor at any annual or special membership meeting of the Corporation.
Proposed Amendment:
All meetings of the Corporation shall be open to attendance by any member or interested person, provided that the Board of Directors may meet in closed session only on personnel matters, and purchase or sale of real estate. Any interested person may, at the pleasure of the Chair of the meeting, have privilege of the floor at any annual or special membership meeting of the Corporation.
In the case of any annual or special membership meeting, an item may be discussed with only member groups’ official representatives and the Board members present, upon the approval of a majority of the attending member groups.
In the case of Board meetings, the meeting may be closed to non-board members upon the approval of the majority of the Board members present.
At the discretion of the Chair of the meeting, any appropriate individual can be invited to attend all or part of the closed session of a meeting.
© Union Saint-Laurent Grands Lacs. Tous Droits Réservés.
Email: usgl@glu.org | (716) 886-0142 (Buffalo) | (613) 797-9532 (Toronto) | (514) 396-3333 (Montréal)
