Sean C. Morgan
Sweet Home Economic Development Group (SHEDG) membership voted 38-4 to allow its Board of Directors the power to change the organizations bylaws.
Most of the nearly 50 members voted by proxy at last week’s regular meeting held on April 21. Those present, the board and about six members voted in person.
Prior to the decision, SHEDG membership had to vote on any bylaw changes, and apparently, a majority of members were required to vote to achieve a quorum. Board directors cited the difficulty in achieving quorum at last month’s annual membership meeting as one of the reasons it needed to be able to alter bylaws.
With the approval for the board to change bylaws, “it is expected the board would then approve a comprehensive revision of the bylaws,” Director John Wittwer said. “The proposed revisions to the bylaws are not designed to substantially change how SHEDG does business, but there are numerous inconsistencies and ambiguities in the present bylaws that the proposed revisions would correct.
“The board previously concluded it would be difficult to consider such a comprehensive revision of the bylaws at a meeting of the members, so the board decided to propose one amendment to the bylaws to allow the board instead of the members to amend the bylaws.”
The board would welcome direct input from any interested SHEDG member as it considers the additional revisions to the bylaws, Wittwer said, and the bylaw change last week will require the board to provide 30 days notice before a meeting at which the board would repeal, amend or adopt new bylaws.
In effect, Wittwer said at the meeting, a proposal at one meeting could not be approved at the next month’s meeting, but rather in two months to meet the notification requirement. Because of when minutes are sent to members, it is a minimum of six weeks before the board could conceivable move on revisions, providing plenty of time for membership input if a proposal is controversial.
Notification allows members to ask the board why it is changing bylaws, President Ron Moore said. “It’s not that the board is hiding anything. It’s just housekeeping.”
With last week’s decision, the SHEDG board will consider the overall revisions to the bylaws at its June meeting.
Among the changes are the following:
— Recitals and interpretive aids in articles two and three. The existing bylaws have no corresponding provisions.
— In Article Four, the statement of the corporate purpose in the existing bylaws does not reflect SHEDG’s mission statement.
— Changes in Article Six incorporate existing state law for various corporate meetings and functions.
— Article Seven clarifies status and qualifications of members and provides for termination of membership.
— Article Eight clarifies voting requirements, procedures for member action other than by vote at a meeting and changes quorum requirements.
— Article Nine separates provisions governing qualification and election of directors from provisions governing meeting of directors and from provisions governing committees.
— Article 10 covers board meetings and calling special meetings.
— Article 11 expands provisions governing committees to keep harmony with present practice.
— Article 12 changes limits on reelection and eliminates inclusion in bylaws of specific provisions for other than executive officers.
— Article 13 reorganizes provisions governing SHEDG’s involvement in political matters.
— Article 14 allows but does not require the use of Roberts Rules of Order, which are updated periodically by Roberts’ publisher without regard to SHEDG’s particular needs.
— Article 15 includes greater detail for dissolution of SHEDG and adds provisions for merger.
“Generally, the proposed revision eliminates as much as possible the use of the passive voice and instead states as much as possible who is responsible for taking action the bylaws require,” Wittwer said.
For more information about SHEDG, getting involved or joining, persons may call Karen Owen at 367-6186.