Proposed Bylaws Changes

 

 

 

Section 7. Regular Meetings. A regular annual meeting of the Board of Directors of the Society shall be held each year, at such time, day and place as shall be designated by the Board of Directors, for the purpose of transacting such business as may come before the meeting. The Board of Directors may, by resolution, provide for the holding of additional regular meetings.

 

Section 13. Telephone Meeting. Any one or more directors may participate in a meeting of the Board of Directors by means of a conference telephone or similar telecommunications device which allows all persons participating in the meeting to hear each other. Such participation in a meeting shall be deemed presence in person at such meeting.

 

 

Section 7. Regular Meetings. A regular in-person annual meeting of the Board of Directors of the Society shall be held each year, at such time, day and place as shall be designated by the Board of Directors, for the purpose of transacting such business as may come before the meeting.  Individual directors may participate in such a meeting via conference call or other electronic technology, so long as a quorum of directors is physically present.  Such remote participation in a meeting shall be deemed presence at such meeting.  The Board of Directors may also hold additional regular meetings. These additional meetings may be held entirely by conference call or other electronic technology. 

 

 

Explanation: This change would allow individual board members to attend meetings remotely, by whatever electronic means are available, rather than just “a conference telephone or similar telecommunications device.” It would also explicitly allow the full board to conduct meetings electronically, while guaranteeing that at least one meeting a year be held in person. Note: While the bylaws mandate only one meeting per year, the board has traditionally met four times a year.

 

Argument for: This is a long-overdue update of the SEJ bylaws that would allow the board to take advantage of communications technology developed since the bylaws were originally adopted in 1991. It would also allow SEJ to save money by holding remote board meetings, if necessary. Under current language, the only way to save substantial money on board meetings would be to hold fewer meetings. There are currently no plans to switch to remote meetings, and the board hopes not to have to, but the board thinks it’s prudent to at least allow for such meetings given current fiscal realities.

 

Argument against: No arguments were made against this amendment—the board approved it unanimously. Note: This change would not affect bylaws language requiring that SEJ members be given notice of all board meetings (Article III, Section 3, and Article IV, Sections 8 & 9). Notice would be given of any remote board meetings, and accommodations would be made to allow SEJ members to “attend” such meetings via the same technology as that used by the board.