proposed changes to FoCH Code of Regulations -2018
Substantive Changes:
Article VI Section 3 currently reads:
Section 3. Except as provided elsewhere in this document, members of the Advisory Panel shall have no voting rights except on issues on which the Board of Directors votes.
Proposed change:
Section 3. Members of the Advisory Panel shall have no voting rights on financial matters nor on matters restricted to the Board of Directors by law.
Reason: The advisory panel’s input is valued. The original wording is confusing and probably unnecessary. The Board of Directors remains legally responsible for the conduct of the organization.
Article III Section 6 currently reads:
Section 6. Special meetings of the Members may be called by any of the following:
1. The Board of Directors;
2. The President;
3. No less than thirty-three percent (33%) of the Members.
Proposed change:
Section 6. Special meetings of the Members may be called by any of the following:
1. A majority of the Board of Directors;
2. A majority of the Advisory Panel;
3. The President;
4. No less than thirty-three percent (33%) of the Members.
Reasons: The current version does not specify how many directors must agree for a meeting to be called, and the advisory panel should have the ability to call a meeting without approval of the directors if the panel feels it is necessary.
Similarly, Article VI Section 10 currently reads:
Section 10. A special meeting of the Board of Directors may be called by either:
(1) The President;
(2) A majority of the Board of Directors.
Proposed change:
Section 10. A special meeting of the Board of Directors may be called by either:
(1) The President;
(2) A majority of the Board of Directors;
(3) A majority of the Advisory Board.
Reason: As above, the advisory panel should have the ability to call a meeting without approval of the directors if the panel feels it is necessary.
Minor changes
Article III Section 5 currently reads:
Section 5. The annual meeting of the Members will be held shall be held at such time within six (6) months after the close of the fiscal year of the Corporation, at such location as the Board of Directors may determine and at a time and date to be designated by the Board of Directors.
Proposed change:
Section 5. The annual meeting of the Members will be held within six (6) months after the close of the fiscal year of the Corporation, at such location as the Board of Directors may determine and at a time and date to be designated by the Board of Directors.
Reason: The words “at such time” have no purpose.
Article II Section 7 discusses ways to notify members of meetings. It includes:
If mailed electronically, the transmission of the notice must request a ‘read receipt’ and the notice will be deemed to be delivered when a ‘read receipt’ is received by the sender.
Proposed change:
If mailed electronically, notice will be deemed to be delivered when the message is sent and no notice of failure is received by the sender.
Reason: Many people do not use an E-mail program that has the ability to request a read receipt.
Similarly, Article IV Section 9, which discusses ways to notify the Board of Directors of special meetings, includes:
If mailed electronically, the transmission of the notice must request a ‘read receipt’ and the notice will be deemed to be delivered when a ‘read receipt’ is received by the sender.
Proposed change:
If mailed electronically, notice will be deemed to be delivered when the message is sent and no notice of failure is received by the sender.
Reason: Many people do not use an E-mail program that has the ability to request a read receipt.
Article VI Section 3 currently reads:
Section 3. Except as provided elsewhere in this document, members of the Advisory Panel shall have no voting rights except on issues on which the Board of Directors votes.
Proposed change:
Section 3. Members of the Advisory Panel shall have no voting rights on financial matters nor on matters restricted to the Board of Directors by law.
Reason: The advisory panel’s input is valued. The original wording is confusing and probably unnecessary. The Board of Directors remains legally responsible for the conduct of the organization.
Article III Section 6 currently reads:
Section 6. Special meetings of the Members may be called by any of the following:
1. The Board of Directors;
2. The President;
3. No less than thirty-three percent (33%) of the Members.
Proposed change:
Section 6. Special meetings of the Members may be called by any of the following:
1. A majority of the Board of Directors;
2. A majority of the Advisory Panel;
3. The President;
4. No less than thirty-three percent (33%) of the Members.
Reasons: The current version does not specify how many directors must agree for a meeting to be called, and the advisory panel should have the ability to call a meeting without approval of the directors if the panel feels it is necessary.
Similarly, Article VI Section 10 currently reads:
Section 10. A special meeting of the Board of Directors may be called by either:
(1) The President;
(2) A majority of the Board of Directors.
Proposed change:
Section 10. A special meeting of the Board of Directors may be called by either:
(1) The President;
(2) A majority of the Board of Directors;
(3) A majority of the Advisory Board.
Reason: As above, the advisory panel should have the ability to call a meeting without approval of the directors if the panel feels it is necessary.
Minor changes
Article III Section 5 currently reads:
Section 5. The annual meeting of the Members will be held shall be held at such time within six (6) months after the close of the fiscal year of the Corporation, at such location as the Board of Directors may determine and at a time and date to be designated by the Board of Directors.
Proposed change:
Section 5. The annual meeting of the Members will be held within six (6) months after the close of the fiscal year of the Corporation, at such location as the Board of Directors may determine and at a time and date to be designated by the Board of Directors.
Reason: The words “at such time” have no purpose.
Article II Section 7 discusses ways to notify members of meetings. It includes:
If mailed electronically, the transmission of the notice must request a ‘read receipt’ and the notice will be deemed to be delivered when a ‘read receipt’ is received by the sender.
Proposed change:
If mailed electronically, notice will be deemed to be delivered when the message is sent and no notice of failure is received by the sender.
Reason: Many people do not use an E-mail program that has the ability to request a read receipt.
Similarly, Article IV Section 9, which discusses ways to notify the Board of Directors of special meetings, includes:
If mailed electronically, the transmission of the notice must request a ‘read receipt’ and the notice will be deemed to be delivered when a ‘read receipt’ is received by the sender.
Proposed change:
If mailed electronically, notice will be deemed to be delivered when the message is sent and no notice of failure is received by the sender.
Reason: Many people do not use an E-mail program that has the ability to request a read receipt.