The BIG item agenda for the meeting is a proposed change to DEFFA's by-laws. The current by-laws, adopted in 2009 can be found at the following link: https://deffa.org/wordpress/wp-content/uploads/2015/12/1-Bylaws1.pdf
The following is what the Board of Directors has proposed. Revised or additional language is in RED. Only the proposed additions/changes and deletions are shown here.
Article 3. Members
4) Notice. Whenever notice is required in these Bylaws, it shall be considered sufficient to deliver such notice by any communication protocol, the use of which is reasonably likely to make the intended recipients aware of the proposed action; provided that a record of the content, time and manner of communication is maintained by the Secretary.
5) Written Communication. Whenever an action is required in these Bylaws to be “written” or “in writing,” such action may be conveyed through any communication protocol that ensures that the information is legible and that a written record can be recorded and/or stored by the Secretary and by the recipients.
Article 4. Directors and Officers
1) The officers are the President, Vice-President, Secretary, and Treasurer. Each is responsible for the duties listed but may delegate the actual performance of those duties. These four officers and the immediate past president comprise the Executive Committee. The immediate past president is not a board member unless elected or appointed to a board position.
2) The Officers and Four At-Large Directors are elected to two year terms by the membership. The terms of the President, Secretary and two Directors will expire in odd numbered years. Those of the Vice- President, Treasurer, and other two Directors will expire in the even numbered years. The newly elected officers will take office at the close of the annual meeting. The President and Vice-President may not serve more than two consecutive full terms in those positions.
3) The President presides at meetings of DEFFA and its Board of Directors or delegates facilitation to another board member. The President is the official representative of DEFFA in conducting its general affairs and promoting its objectives. The President calls regular and special meetings of the BoD, serves ex officio on all committees, except the Nominating Committee, reports annually on the state of DEFFA, and insures that required reports are filed with CDSS.
Article 6. Elections
1) The Nominating Committee consists of three members elected by the membership. Their terms are three years with one expiring each year; no member is eligible to succeed him/herself. The senior member of the Nominating Committee serves as the Chair or delegates chairpersonship to the second-longest standing member.
2) The Nominating Committee has the principal responsibility for finding suitable candidates for each seat on the Elected Board. They conduct a search for candidates and receive suggestions from the BoD and the membership.
(a) Each year the Nominating Committee nominates one or more candidates for each position becoming vacant among Officers and Members-at-large on the Board.
3) In the fall of the year, the Chair of the Nominating Committee prepares and distributes a call to the membership, requesting suggestions for nominees. The call states what positions are to be filled in the next election, who the incumbents are in the positions and whether or not the incumbents are eligible to succeed themselves. The call quotes Section 6 (below) and states a closing date for receipt by the Chair of the members’ suggestions.
4) After the closing date, the Nominating Committee tabulates the suggestions from members. The results are reported to the BoD which may make further suggestions.
5) The Nominating Committee prepares the ballot with one or more candidates for each office, except that the candidates for Director may be listed as a group, rather than for individual positions.
6) The name of any eligible person suggested by 20 or more members is included on the ballot if he/she consents.
7) The consent of each candidate must be obtained before the name is placed on the ballot. The ballot does not indicate the source of any nomination.
8) The Nominating Committee uses voting procedures which protect the integrity of the elections results.
9) At least three weeks before a major DEFFA event held in the late winter or spring, the Nominating Committee mails a copy of the ballot to each voting member of DEFFA. The ballot states a deadline for return which is at least two weeks after the mailing but before the major late winter/spring event.
10) After the return deadline the votes are counted by a board of two or more tellers appointed by the President. In the race for any specific position, the candidate receiving a majority of the votes is declared elected. If there is no majority, the Nominating Committee conducts a run-off election, by mail, between the two candidates receiving the most votes. If there is a tie vote for any position, the question is decided by secret ballot at the Annual Meeting.
11) The tellers report the tally to the President and the Secretary. The Secretary takes custody of the ballots, promptly informs the membership and enters the tally into the official record. Any challenge to the results shall be decided by the current BoD within three weeks of the membership having been notified of the results.
(b) Individual members of DEFFA may ensure that a specific person is included in the slate proposed by the Nominating Committee by submitting a nomination in writing, signed by ten members of the DEFFA, and sent to the Secretary by June 30.
(c) Assent must be obtained from each nominee.
(d) Candidates for Officers and Board Members-at-large shall be members in good standing when nominated. Those elected must maintain membership in good standing in the DEFFA throughout their term of office.
(e) The slate should reasonably reflect the geographical distribution and variety of activities of the membership of the Society.
(f) The Nominating Committee sends the slate to the Secretary by December 1.
(a) If there are no more candidates than vacancies, the nominees are deemed elected and take office at the beginning of the Annual Meeting of the Board. The Secretary sends to every member by January 15 a listing of candidates selected, along with a description of the procedure for ensuring that a candidate of one’s choice is included on the following year’s slate as described in section 7.A.1(b).
(b) If there are more candidates than vacancies, the Secretary sends to every member by January 15 a written ballot containing the names of the candidates and the pertinent positions, together with information about the candidates' qualifications. The ballot procedure shall preserve the secrecy of the voting and provide for validation of the voter's membership. Any ballot not appropriately validated shall be rejected.
(c) Ballots must reach the Secretary by February 15 to be valid. Electronic balloting, if any, will close at 11:59 p.m. Eastern Time on February 15.
(d) Tellers appointed by the President will verify the validity and count of the votes. The Secretary certifies the result to the Executive Committee and the successful candidates take office at the beginning of the Annual Meeting of the Board. In the case of a tie, the Executive Committee decides between the tied candidates.
Article 7. Meetings of the Membership
1) The Annual Meeting is held in the calendar spring first third of the calendar year (i.e., Jan-April) at a time and place set by the BoD. The date and place needs to be set before the end of the current fiscal year. Notice of the meeting is mailed to all voting members with their ballots. to the membership occurs at least three weeks prior to the meeting date.
2) Special Meetings may be called by the President or the BoD. Members shall receive at least four weeks’ notice of the meeting and receive the agenda at least one week in advance.
3) The quorum for any membership meeting is twenty voting members 10% of the voting membership.
4) Membership meetings may consider any appropriate topic and adopt advisory motions; action on behalf of DEFFA is limited to items on an agenda distributed at least one week before the meetings.
Article 8. Procedures
1) Most DEFFA decisions are made by consensus. If more formal procedures are necessary, these Bylaws are to be used. In matters not covered by these Bylaws, and if consensus cannot be reached, a two-thirds simple majority of those in attendance will prevail.
Article 10. Amendments
1) Amendments to the Bylaws may be proposed by the BoD or by petition of twenty or more members. 10% of the membership.
2) Amendments may be adopted by mail or by secret ballot at the Annual Meeting. Copies of the proposed amendment must be distributed in writing to all voting members at least three weeks before the closing date for the ballots or the date of the Annual Meeting, depending on which method is used for voting.
3) The distribution of amendments includes any explanation submitted by the sponsors of the amendment, the recommendation of the BoD and the opinions of any Board member.
4) The amendment is adopted if approved by at least two-thirds of of the voting members. votes cast.