Proposed Bylaw Amendments
The Bylaw Committee proposes a number of changes to Section 3.0 of the Friends of Ukrainian Village Society bylaws. The purpose of these changes is for the bylaws to be better organized and, thus, more user-friendly; and to provide clarification. The improvement of our bylaws increases sustainability and transparency, enhancing the effective operations of future boards.
The changes are outlined below and the changes will be moved for adoption at the upcoming 2018 AGM.
Bylaw Committee Chair
on behalf of the Bylaw Committee 2017/2018 (Chrystia Chomiak, Misty Gogal, Adriane Nowicki, and Gordon Yaremchuk)
1) MOTION: The Bylaw Committee moves the following amendment:
3.03 (ORIGINAL) The directors so elected shall form a board, and shall serve until their successors are elected and installed. Any vacancy occurring during the year shall be filled at the next meeting of the Board of Directors, provided it is so stated in the notice calling such meeting to any office in the Society. Any member in good standing shall be eligible to be elected to the Board of Directors of the Society.
3.015 (ORIGINAL) In the event that a director resigns his/her office or ceases to be a member in the Society, the vacancy thereby created may be filled for the unexpired portion of the term by the Board of Directors from among the members of the Society.
3.03 The directors so elected shall form a board, and shall serve until their successors are elected and installed. Any vacancies remaining after the Annual General Meeting or occurring during the year shall be filled by the Board of Directors, provided it is so stated in a notice to the members of the Society. Members wishing to fill a vacancy must complete a nomination form outlining their qualifications. Any member in good standing who meets the defined qualifications for the position shall be eligible to be elected to the Board of Directors of the Society.
REASONING: This bylaw states clearly the procedure for filling a vacancy that occurs after the AGM and/or during the year; it combines the intent into one bylaw which was previously stated in 3.03 and 3.015 and was found to be confusing.
2) MOTION: The Bylaw Committee moves the following amendment:
3.07 (ORIGINAL) The Past-President shall serve on the Board of Directors as a voting member for a one year period and a non-voting member for a two year period to provide information on past activities of the Society and to ensure continuity.
3.07 The Past-President shall serve on the Board of Directors as a non-voting member for a two year period to provide information on past activities of the Society and to ensure continuity.
REASONING: The role in practice of the Past-President as a voting member in the first year and a non-voting member in the second year has been confusing; it also affects the number of persons on the board in different years and that was not the bylaw’s intention. After much discussion and consultation with the Board, it is recommended that the Past-President should be a non-voting member for his/her period of two years.
3) RECOMMENDATION: REORDERING OF BYLAWS
The Bylaw Committee moves reordering Section 3.0 of the bylaws in a cohesive manner, to generally fall into three categories: elections and terms; roles and responsibilities; and regulatory. Finally, the bylaws are renumbered to follow the classic outline of 3.01-3.09 followed by 3.10, 3.11 (and so on) instead of 3.010 and 3.011 (and so on).
Motion Renumbering of Section 3.0 clauses:
3.01 The management of the Society shall be vested in a Board of Directors which shall consist of a
President, two Vice-Presidents, Secretary, Treasurer, and no more than seven additional Directors for a total of twelve members on the Board of Directors.
3.02 The Board of Directors shall, subject to the bylaws or directions given it by a majority vote at any meeting properly called and constituted, have full control and management of the affairs of the Society, and meetings of the Board of Directors shall be held as often as may be required, and shall be called by the President.
3.03 AMENDED: The directors so elected shall form a board, and shall serve until their successors
are elected and installed. Any vacancies remaining after the Annual General Meeting or
occurring during the year shall be filled by the Board of Directors, provided it is so stated in a
notice to the members of the Society. Members wishing to fill a vacancy must complete a nomination form outlining their qualifications.Any member in good standing who meets the defined qualifications for the position shall be eligible to be elected to the board of directors of the society.
3.04 PREVIOUSLY 3.014
A Director’s term of office will be two years with the possibility of re-election for a two more terms for a total of six years. Upon completion of the third consecutive two-year term, the member will normally continue to participate in any or all subcommittees. Terms apply to all Board members regardless of position.
3.05 PREVIOUSLY 3.017
Members wishing to serve on the Board of Directors must complete a nomination form outlining their qualifications to serve on the Board. At least three months prior to each Annual General Meeting, the Board of Directors will strike a three person Nominating Committee, which can be composed of both members of the Board of Directors and members at large, to review and assess all applications. Only those applicants who qualify for the Board will be put forward to a vote by the membership at an Annual General Meeting.
3.06 PREVIOUSLY 3.018
The Nominating Committee will ensure that job descriptions for each position on the Board of Directors, which are included in the Society’s Policies and Procedures Manual, are posted on the FOUVS website 30 days before the Annual General Meeting.
3.07 PREVIOUSLY 3.019
Past Board Members can stand for re-election following a two year absence from the Board. Past Board Members who are re-elected following a two year interval can serve for an additional six years (three two-year terms).
3.08 PREVIOUSLY 3.04
The Board of Directors at any Board of Directors meeting and/or members at any Annual General Meeting may strike committees as are considered appropriate to carry out the activities of the Society. At the time any committee is struck, the body striking the committee shall determine the chairperson, the mandate, the requirements for membership, and the duration of activity of the committee. The members of such committees may consist of Directors and/or members who are appointed or who volunteer to sit on such committees. Members will be regularly informed and invited to serve on the various board committees. Each committee will select a chairperson who will be responsible for reporting to the board.
3.09 PREVIOUSLY 3.05
The President shall preside at all duly called meetings of the Society, sign all written contracts on behalf of the Society, be an ex officio member of all the committees, and carry out other duties as assigned by the Board. Upon completion of the term of office, the President will normally assume the role of Past President.
3.10 PREVIOUSLY 3.06
The Vice-Presidents shall act in absence of the President, and shall accept other responsibilities and assignments such as the President or Board of Directors may request.
3.11 PREVIOUSLY 3.07
AMENDED: The Past-President shall serve on the Board of Directors as a non-voting member for a two year period to provide information on past activities of the Society and to ensure continuity.
3.12 PREVIOUSLY 3.08
It shall be the duty of the Secretary to attend all meetings of the Society and of the Board of Directors, and ensure that accurate minutes are kept. The Secretary shall have charge of the Seal of the Society which whenever used shall be authenticated by the signature of the President, or in the case of the death or inability of either to act, by the Vice-President. The Secretary shall have charge of all the correspondence of the Society and be under the direction of the President of the Board. In case of the absence of the Secretary, the Executive Director or such officer as may be appointed by the Board of Directors shall discharge his duties.
3.13 PREVIOUSLY 3.09
The Secretary shall also be responsible in ensuring that a record of the members of the Society and their addresses is kept, as well as a regularly updated database of email addresses, and that notices of the various meetings are sent as required. The Secretary shall ascertain that annual dues or assessments levied by the Society are collected and such monies are promptly deposited in a chartered bank as hereinafter required.
3.14 PREVIOUSLY 3.010
The Treasurer shall be responsible to ensure that all monies paid to the Society are deposited in whatever bank the Board of Directors may order. He shall properly account for the funds of the Society and keep such books as may be directed. He shall present full detailed accounts of receipts and disbursements to the Board of Directors whenever requested and shall prepare for submission to the Annual General Meeting a statement duly audited as hereinafter set forth of the financial position of the Society and submit a copy of the same for the records of the Society.
3.15 PREVIOUSLY 3.011
The fiscal year of the Society shall be from the 1st day of January to the 31st day of December in each year. At the end of each fiscal year, a duly qualified accountant who is not a member of the Society shall audit the financial affairs of the Society. Such auditor shall submit a complete and proper statement of the financial affairs of the Society for the previous year at the Annual General Meeting of the Society.
3.16 PREVIOUSLY 3.012
The books and records of the Society may be inspected by any member of the Society at any time upon giving reasonable notice and arranging a time satisfactory to the officer or officers having charge of the same. Each member of the Board of Directors shall at all times have access to such books and records.
3.17 PREVIOUSLY 3.013
The Board of Directors may be reimbursed for any expenses incurred by them in the performance of their duties so authorized by the Board, which said duties must be directly related to the business of the Society.
3.18 PREVIOUSLY 3.016
The Board of Directors may suspend any Director or Officer, before the end of their term, with a 80% majority vote of those present at the Special Meeting of the Board called for this purpose. The individual will be notified in writing of the decision.
3.19 PREVIOUSLY 3.020
Board Members must abide by Society’s Policies and Procedures in all matters.