At the October 16, 2021 board meeting, the USA Fencing Board of Directors voted to publish on the USA Fencing website, in accordance with the USFA Bylaws Article XIV, Section 14.2.a, a notice of proposed amendments to the Bylaws to be voted upon at the Board of Directors meeting on January 5, 2022 at 4:00 p.m. MST. The Board also voted to provide a means to receive comments from the membership relating to the proposed amendments on or before December 31, 2021, five days prior to the meeting of the Board of Directors. Such comments may be directed to members of the Board at firstname.lastname@example.org.
The following changes are proposed for specific sections to be voted on by the Board of Directors:
That Section 7.20.b of the Amended and Restated Bylaws as adopted August 31, 2021, be amended to read, in its entirety as follows:
Unless otherwise provided in these Bylaws, the majority vote of directors voting on a matter shall be the act of the Board of Directors. The Chair of the Board may, but shall not be required, to cast a vote, and on matters requiring no more than a simple majority vote of Directors in attendance, the Chair’s failure to vote shall diminish the number of persons counted as present and voting for determination of a majority vote.
The proposed amendment changes the existing language by addition of the words below in red and the omission of the words below that are struck through:
Unless otherwise provided in these Bylaws, the majority vote of directors voting on a matter shall be the act of the Board of Directors.
On matters requiring no more than a simple majority vote of Directors in attendance, theThe Chair of the Board may, but shall not be required, to cast a vote, except to break a tie, and on matters requiring no more than a simple majority vote of Directors in attendance, the Chair’s failure to vote in such case shall diminish the number of persons counted as present and voting for determination of a majority vote.
Rationale: It was the decision and intent of the Governance Task Force that the person serving as Chair of the Board, unlike the case with the office of President as it previously existed, should not be prevented from voting on all matters that come before the Board and should have the right to vote on the same footing as other directors. The amendments proposed by the GTF inadvertently failed to remove the restriction. The last clause of the proposed amendment recognizes the Chair’s prerogative of not casting a vote, in which case they shall not be considered in calculating the number of votes needed to approve a proposed action.
That the following Section 7.21 be added to the Amended and Restated Bylaws as adopted August 31, 2021:
Section 7.21. Transition. The terms of the At-Large directors elected as officers in 2020 shall end in and be filled by election in, 2024. The term of the At-Large director elected in 2020 shall be extended from two (2) years to three (3) years, and that position will be filled by election in 2023. The three At-Large directors elected in 2023 shall serve three (3) year terms ending in 2026. Upon conclusion of the transition in 2026, these Bylaws shall be automatically amended to remove this Section.
Rationale: At the meeting on August 31, 2021, the proposed amended and restated bylaws were adopted in their entirety except for the section governing transition to the new terms for At-Large directors, and no alternative provision was proposed at that time. The transition must be accounted for, and the foregoing proposes to do that by adopting essentially the same approach recommended by the Governance Task Force.
That Section 7.15.c of the Amended and Restated Bylaws as adopted August 31, 2021, be amended to read, in its entirety as follows with the addition of the new sentence indicated below in red:
c. Except as otherwise provided in these Bylaws, a specific question or matter that might be considered at a meeting of the Board may be submitted to a vote by mail, facsimile, email or other means at the discretion of the Chair of the Board or upon resolution of the Board of Directors, unless one or more directors makes an effective written demand that such action not be taken without a meeting. In the conduct of such votes, the Secretary shall provide notice thereof to each member of the Board of Directors containing a clear statement of the question to be voted upon and the date on which voting shall be closed, with a request that each member cast their vote thereon and communicate it to the Secretary and the Chair of the Board prior to the closing date. The notice shall also state that a failure to respond by casting a vote, abstaining in writing, or demanding in writing that such action not be taken without a meeting, will have the same effect as abstaining in writing. The closing date shall be not less than three business days after the provision of notice of the vote to be taken. The question or matter submitted for decision under this Subsection shall be approved if the affirmative votes equal or exceed the minimum number of votes that would be necessary to take such action at a meeting at which all of the directors then in office were present and voted.
Rationale: §7-128-202(2)(c) of the Colorado Revised Nonprofit Corporation Act provides that action may not be taken without a meeting if a director objects to doing so and requires that the notice of action to be taken without a meeting so states. The Bylaw as now written complies with the first of these provisions but does not require that the notice include reference to the right to object. The proposed amendment addresses and corrects that omission.
That Section 10.1 of the Amended and Restated Bylaws as adopted August 31, 2021, be amended to read, in its entirety, with the addition of the words below in red:
Section 10.1. Exclusive Procedure. Officers, directors and committee members may be removed from the positions to which they have been duly selected only by the procedures set forth in this Article or by judicial proceedings in compliance with the Colorado Revised Nonprofit Corporation Act.
Rationale: Colorado law provides for the removal of officers, directors, etc., by judicial decree, but the Amended and Restated Bylaws do not make allowance for that provision and in fact appear to attempt to exclude the possibility. The proposed language makes clear that USA Fencing is not attempting to evade that provision and reaffirms that its operations, as stated in §1.3, shall conform to law.
That the references in Section 1.2; 1.3; 7.13; and 7.20.c to the “Colorado Nonprofit Corporation Act” be amended to read “Colorado Revised Nonprofit Corporation Act.”
Rationale: There are four specific references in the Bylaws to the Colorado statutes governing nonprofit corporations. The official short title for that statute as set forth in Colorado Revised Statutes §7-121-101 is different from the language currently appearing in the Bylaws, and they should be corrected to conform with the statute.
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