Proposed Changes to CORD’s Bylaws

News About CORD, Uncategorized | August 27, 2021

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The following changes are proposed to the organization’s bylaws by the board of directors. Dues-paying members are eligible to vote on proposed changes. The pandemic has obviously hindered our ability to have membership meetings and we are asking for your input in a different manner. Please see below.

Changes:

1) Article IV— Board of Directors. 4.1 Number and Eligibility

Original language: “The organization’s board of directors shall consist of nine persons who shall be appointed by the board.”

Proposed change: “The organization’s board of directors shall consist of 3-7 persons who shall be appointed by the board.”

2) Article IV—Board of Directors. 4.3 Vacancies

Original language: “In the event of a vacancy on the board of directors, the board nominating committee will appoint a person to fill out the unexpired term.”

Proposed change: “In the event of a vacancy on the board of directors, the board nominating committee will appoint a person to fill out the unexpired term, subject to approval of the full board.”

3) Article V—Officers. 5.1 Officers

  1. Chairperson.

Original language: “The organization’s CEO will serve as the board’s chairperson and shall preside at all meetings at which he or she is present. The chairperson shall also have such other powers and duties as customarily belong to the office of chairman or president of a corporation or as may be designated from time to time by the board of directors.”

Proposed change: “The organization’s CEO will serve as the board’s chairperson and shall preside at all meetings at which he or she is present. The chairperson shall also have such other powers and duties as customarily belong to the office of chairman of a corporation or as may be designated from time to time by the board of directors. The chairperson will appoint committee chairs and members, prepare board meeting agendas, and act as the primary spokesperson for the organization.”

  1. Vice Chairperson.

Original language: “The vice chairperson shall have all the powers and discharge all the duties of the chairperson in the absence of the chairperson. The vice chairperson shall also have such powers and duties as may be designated from time to time by the chairperson of the board of directors.”

Proposed change: “The vice chairperson shall have all the powers and discharge all the duties of the chairperson in the absence of the chairperson. The vice chairperson shall also have such other powers and duties as may be designated from time to time by the chairperson of the board of directors and shall serve on the executive committee. The vice chairperson shall assume the responsibilities of the chairperson in the absence of the chair and will serve as a signatory for the organization as needed.”

  1. Secretary.

Original language: “The secretary will keep a record of the proceedings of the organization and shall be custodian of all books, documents, and papers filed with the organization and its official seal or designate a responsible person to undertake this duty. The secretary shall cause copies to be made of all minutes and other records and documents of the organization and shall certify that such copies are true copies and all persons dealing with the organization shall rely on such certification.”

Proposed change: “The secretary will keep a record of the proceedings of the organization and shall be custodian of all books documents, and papers filed with the organization and its official seal or designate a responsible person to undertake this duty. The secretary shall assume the responsibilities of the chairperson in the absence of the chairperson and vice chairperson and will serve as a signatory as needed. He or she will serve on the executive committee.”

  1. Treasurer.

Original language: “The treasurer shall be the chief financial officer of the organization. The treasurer shall also have such powers and duties as customarily belong to the office of treasurer or as may be designated from time to time by the chairperson of the board of directors.

Proposed change: The treasurer will review and manage the board’s actions related to its financial responsibilities. He or she will ensure that appropriate financial reports are made available to the board, will review the annual audit, and will serve on the executive committee.”

4) Article VII—Amendments. 8.1 Amendments

Original language: “These bylaws may be amended, repealed, or altered in whole or in part by a 2/3 vote of the membership present at a meeting. Such consideration cannot be given until the proposed changes are presented to the membership through the newsletter, CORD’s website, and/or other appropriate venues. There will be a six-week period for members to submit comments.”

Proposed change: “These bylaws may be amended, repealed, or altered in whole or in part by a 2/3 vote of the board of directors. Prior to the vote, proposed changes will be posted on CORD’s website for a period of no less than three weeks and members are invited to submit comments for consideration by the board.”

5) Proposed addition:

8.2 Amendments. “The Coronavirus pandemic of 2019-2021 made it impossible to have a general membership meeting to fulfill the method of making changes outlined in 8.1 above.”

These proposed changes will be considered posted when they go live on CORD’s website. From that date, CORD’s dues-paying members have six (6) weeks to submit comments to Coreen Brinckerhoff at coreen@cilcapecod.org. Please put “bylaws” in your email subject line.

Non-responses will be considered affirmative votes.

Thank you!