Copy

March 30, 2015

Dear GFF Members,

Below are the Proposed Bylaw Amendments for your consideration.  They will be voted upon in Las Vegas, along with those presented in Toledo.

In Friendship,

The Girl Friends Fund, Inc. Board of Directors
 

PROPOSED BYLAW AMENDMENTS
FOR
16th GIRL FRIENDS FUND, INC.
ANNUAL GENERAL MEMBERSHIP MEETING
MAY, 14th 2015
 
Proposed Amendment No. 1
Article IV, Board of Directors

Section 2. Number and Tenure.

Presently Reads: a. A Director elected to a three (3) year term shall be eligible to serve no more than two consecutive terms. Transition terms of less than three years may be used to insure staggered elections and memberships on the Board. Those who have extended their membership through a transition term are not eligible to serve another consecutive term. The nominating committee shall also nominate members of the Corporation to two- year terms as provided for in this section.

Proposed Amendment: a. A Director elected to a three (3) year term shall be eligible to serve no more than two consecutive terms with the following exceptions: Directors who are elected to an Office of the Corporation with a minimum of one year remaining on their respective Board terms shall be allowed to extend such terms with the Corporation to complete the term of office to which they were elected. In addition, transition terms of less than three years may be used to ensure staggered elections and memberships on the Board. as specified in b. and c. of this section. Those who have extended their membership through an extended term due to office or a transition term are not eligible to serve another consecutive term. The nominating committee shall also nominate members of the Corporation to two-year terms as provided for in this section. 
 
Rationale: Experienced Directors serving the Corporation should be allowed to complete a full term of office, if duly elected.
 
Proposed Amendment No. 2

Section 3. Regular Meetings.

Presently Reads: A regular annual meeting of the Board of Directors will be held without other notice than this bylaw, immediately before, or after, and at the same place as, the annual meeting of members. The Board of Directors may provide by resolution the time and place, either within or without the State of Texas, for the holding of additional regular meetings of the board without other notice than such resolution.

Proposed Amendment: A regular annual meeting of the Board of Directors will shall be held without other notice than this bylaw, immediately before or immediately after the Annual Meeting of the membership. Further, the annual meeting of the Board of Directors shall be in the same location as the Annual Membership meeting. No further notice is required for the Board of Directors Annual Meeting other than the notice given for and at the time of the Annual Membership meeting. The Board of Directors may provide by resolution the time and place, either within or without the State of Texas, for the holding of additional regular meetings of the Board without other notice than such resolution. Directors and committee members may participate by electronic communications (telephone, teleconference, video calling, video conference, etc.) in all meetings except the Annual Meeting of the membership. The person or person authorized to set the Board of Directors meetings shall provide the appropriate numbers, codes, etc., necessary to connect to or participate in such meetings.
 
Rationale: To clarify and provide flexibility regarding the time, place and location of the regular Annual Directors’ meeting and to allow Directors and committee members to participate in electronic meetings, except the Annual Meeting of the membership.
 
Proposed Amendment No. 3

Section 4. Special Meeting

Presently Reads:  Special meetings of the Board of Director may be called by or at the request of the President or any six Directors. Such meetings may be held by telephone conference call. The person or person authorized to call special meetings of the Board may fix any convenient place, whether within or without the State of Texas, as the place for holding any special meeting of the Board called by them.

Proposed Amendment: Special meetings of the Board of Director may be called or at the request of the President or any six Directors. Such meetings may be held by electronic communications (telephone, teleconference, video calling, video conference, etc.). The person or person authorized to call special meetings of the Board may fix any convenient place, whether within or without the State of Texas, as the place for holding any properly called special meeting of the Board. called by them. The person or person authorized to set the Board of Directors meetings shall provide the appropriate numbers, codes, etc., necessary to connect to or participate in such meetings.
 
 Rationale: To allow Directors and committees to participate in electronic meetings except the Annual Meeting of the Membership.
 
Proposed Amendment No.4

Section 9. Removal

Presently Reads: Any member of the Board of Directors who fails to attend the majority of the regular and special meetings of the Board, whether held in person, telephonically or otherwise, by the last day of June of any fiscal year of his/her tenure may be removed from the Board by an affirmative voted of a majority of the Board of Directors. The President of the Board or any Board member may make the request for removal. The Director will receive written notice that such a request will be presented to the remaining Directors and shall have the opportunity to respond in writing within ten (10) days. This request for removal will take into consideration where the Director can show “good cause” to the Board in writing, as to why he/she should not be removed (including, but not limited to, emergencies such as acts of God and illness.

Proposed Amendment: Any member of the Board of Directors who fails to attend the majority of the regular and special meetings of the Board, whether held in person, telephonically or otherwise by the last day of June of any fiscal year of his/her tenure or otherwise fails to perform his/her assigned duties, may be removed from the Board by an affirmative voted vote of a majority of the Board of Directors. The President of the Board or any Board member may make the request for removal. The Director will receive written notice that such a request will be presented to the remaining Board of Directors and shall have the opportunity to respond in writing within ten (10) days. This request for removal will take into consideration where whether the Director can show "good cause" to the Board, in writing, as to why he/she should not be removed (including but not limited to, emergencies such as acts of God and illness).    
 
Rationale: Legitimate bases for removal may occur for reasons other than failing to attend the majority of regular and special meetings of the Board. The proposed amendment allows the Board to consider other legitimate causes. Such should be reflected in the Bylaws. The typographical error by an “affirmative voted” should be changed to an” affirmative vote and “where” corrected to read “whether.”
 
Proposed Amendment No. 5
Article V. Officers

Section 2. Election and Term of Office

Presently Reads: The officers of the Corporation will be elected by the Board of Directors, to three year terms, at the regular annual meeting of the Board of Directors. If the election of officers will not be held at such meeting, such election will be held as soon thereafter as is convenient. New offices may be created and filled at any meeting of the Board of Directors. Each officer will hold office until her successor will have been duly elected and will have qualified.

Proposed Amendment: The officers of the Corporation will be elected by the Board of Directors, to three  two year terms, at the regular annual meeting of the Board of Directors. If the election of officers will not be held at such meeting, such election will be held before or as soon thereafter as is convenient. New offices may be created and filled at any meeting of the Board of Directors. Each officer will hold office until her successor will have been duly elected and will have qualified. Each officer will hold office until 11:59 p.m. on June 30th of the last year of his/her term. New officers will begin their terms on July 1, at 12:00 a.m.
 
Rationale: A two year term of service for Officers is recommended and consistent with the current practice. Consistent terms of office based on the fiscal year of the Corporation should be defined.
 
Proposed Amendment No. 6

Add New Section 13. Honorary Status as President Emeritus

The distinguished title of President Emeritus may be conferred upon any retired President of the Board by a simple majority vote of the Board members, at any time following the expiration of the term of office.

Rationale: The Board may desire to recognize the hard work and sacrifice of outstanding past leadership by conferring an honorary title of appreciation on Past Presidents of the Corporation. The Board may also benefit by having access to the history and wisdom of past leadership.
 
Proposed Amendment No. 7
Article VI. Committees

Section 1. Nominating Committees

Presently Reads: There shall be two (2) nominating committees. The nominating committee appointed by the President shall consist of five (5) general members of the Corporation other than members of the Board of Directors. At the first annual meeting of the members and at each annual meeting held thereafter, in any election year, the committee shall present a slate of nominees for Directorships for consideration by the membership. Nominations shall be accepted from the floor for each Directorship to be filled. The nominating committee appointed by the Board of Directors shall consist of three Directors. At each meeting of the Board of Directors, in an election year, the committee shall present a slate of officers, consisting of duly elected Directors, for consideration by the full Board. Nominations shall be accepted from the floor at the same meeting for each office to be filled.

Proposed Amendment: There shall be (2) nominating committees, a nominating committee to prepare a slate of nominees for the Board of Directors (“Directors Nominating Committee”) and a nominating committee to prepare a slate of nominees for officers of the Board of Directors (“Officers Nominating Committee”). Each nominating committee shall be responsible for seeking and nominating one qualified candidate for each vacant position. The Board of Directors shall appoint each nominating committee. Each nominating committee shall provide the Board of Directors with reports of their activities and proceedings, as appropriate. Each nominating committee shall maintain written minutes of its meetings, which shall be filed with the Board of Directors meetings minutes.

The Directors Nominating Committee shall consist of five (5) general members of the Corporation, other than members of the Board of Directors. Except as provided in Article III, Sections 2 (b. and (c., at each Annual Meeting of the Membership, in an election year, the Directors Nominating Committee shall present a slate of nominees to be considered for election by the membership and nominations shall also be accepted from the floor. The floor nominations, if any, shall be added to the ballot along with the slate presented by the Directors Nominating Committee.

The Officers Nominating Committee shall consist of three Directors. At a designated Board of Directors Meeting, the Officers Nominating Committee shall present a slate of nominees, consisting of duly elected Directors, for consideration to fill each vacant office on the Board. Nominations shall be accepted from the floor at the same meeting for each vacant office and added to the ballot, along with the slate of nominees presented by the Officers Nominating Committee.

Rationale: Robert’s Rules of Order instructs that the President should not appoint the nominating committee in an organized society. Robert’s Rules of Order, Eleventh Edition. It is advisable that the Board makes the decision about who should serve on each nominating committee. The proposed language repeals "appointed by the president" in the bylaw section... Having the Directors appoint the nominating committees protects the President, the Board and the Corporation because a group rather than an individual makes the decision. In addition, the at “each meeting” language needs to be changed because a slate of officers cannot be presented at each and every Board of Directors meeting during an election year.
 
Proposed Amendment No. 8

Section 5. Add New Section 5. “Appointment to Standing Committees”

The members of the Nominating Committee who are to prepare a slate for the election of directorships to be filled and the Audit committee shall be nominated by the President and appointed upon acceptance by a majority vote of the Board of Directors. The chairpersons of these committees shall be appointed by the President. The members of the Nominating Committee who are to prepare a slate of nominees for officers of the Board shall be appointed by a majority of the Board and the chairperson thereof appointed by the Board. Members of all other standing committees and the chairpersons thereof shall be appointed by the President.
 
Rationale: Robert’s Rules of Order instructs that the President should not appoint the nominating committee in an organized society. As the Audit Committee will be addressing the sensitive matter of the finances of the Corporation it is also advisable that the entire Board make the decision about the Audit Committee members.
 
Proposed Amendment No. 9

Presently Reads: Section 4. Other Committees. The Board of Directors may by resolution adopted by a majority of the Directors present at a meeting at which a quorum is present designate such other committees as it deems necessary. Except as otherwise provided in such resolution, members of each such committee shall be members of the Corporation and the President of the Corporation shall appoint the members thereof. Any members thereof may be removed by the person or persons authorized to appoint such member whenever such member fails to discharge the duties assumed.

Proposed Amendment. The Board of Directors may by resolution adopted by a majority of the Directors present at a meeting at which a quorum is present designate such other committees as it deems necessary. Except as otherwise provided in such resolution, members of each such committee shall be members of the Corporation and the President of the Corporation shall appoint the members and Chairpersons thereof. Any members thereof may be removed by the person or persons authorized to appoint such member whenever such member fails to discharge the duties assumed
 
Rationale: Language regarding removal was eliminated and clarified and broadened in Article Vi, new section 12.
 
 
 
Proposed Amendment No. 10

Section 12. Add New Section 12 “Removal"

Any member of a Committee who fails to attend the majority of the regular and special meetings of the Committee, whether held in person, telephonically or otherwise, by the last day of June of any fiscal year of his/her tenure or otherwise fails to perform assigned duties, may be removed from the Committee by an affirmative vote of a majority of the Board of Directors. The President, Chairperson of the Committee, or any Board member may make the request for removal. The Committee member will receive written notice that such a request will be presented to the remaining Board of Directors and shall have the opportunity to respond in writing within ten (10) days. This request for removal will take into consideration whether the Committee member can show “good cause” to the Board in writing, as to why he/she should not be removed (including, but not limited to, emergencies such as acts of God and illness.)
 
Rationale: The same consequences for failure to attend meetings or otherwise failing to perform assigned duties, as provided for in Article IV, Section 9 of the Bylaws mirrors the language, related to the Board of Directors, and should apply to Committee members.
 
Proposed Amendment No. 11
Article VII. Contracts Checks, Deposits and Funds

Section 4. Gifts.

Presently Reads: The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest or devise, except real property for the general purpose or for any special purpose of the Corporation.

Proposed Amendment: The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest or devise, except real property, for the general purpose or for any special purpose of the Corporation. Acceptance of gifts of realty shall only be approved by the Board upon the exercise of appropriate” due diligence” including securing professional advice about the use and /or disposition of such realty.

Rationale: Realty should not be excluded from the types of gifts the Fund can accept because such property could be very lucrative for the Fund. The decision on whether to accept such a gift should be left to the judgment of the Board of Directors who should do so only after careful investigation, deliberation and after seeking and receiving sound and impartial professional advice.
 
Proposed Amendment No.12
Article XXII, Amendments to Bylaws

Presently Reads:  These bylaws may be altered, amended or repealed and new bylaws may be adopted by a majority of the members present at any regular meeting or any special meeting of the members, if at least forty-five days written notice is given of the intention to alter, amend or repeal or to adopt new bylaws at such meeting.
 
Substitute New Section Procedure to Submit Bylaw Amendments

Any member of the Corporation in good standing may submit a proposed amendment to the bylaws. A proposed bylaw amendment shall be presented to the Secretary of the Corporation in writing by February 15th of each year. A proposed bylaw amendment shall also include a written explanation as to the rationale and its intended impact. The Secretary shall be responsible for providing the new or proposed bylaw amendment to the Board of Directors for vote on whether it shall be submitted to a majority of the members. If approved by the Board, at least forty-five days written notice shall be given to the general membership of any amendment proposed. The basis for not recommending a proposed bylaw amendment shall be promptly given to the member responsible for the submission. The Board shall make a good faith effort to revise, clarify or refine if needed, and submit to the membership, any proposed amendment, consistent with the purpose of the corporation.
 
 Rationale: The new section facilitates the orderly involvement of the membership in the procedures governing the organization. It also provides a measured framework in which these proposals or amendments will be provided. In addition, the new section sets time parameters to provide the Secretary with sufficient time to distribute such proposals to the appropriate persons for review and vote and in turn to be disseminated at the regular or special meeting.

Respectfully Submitted

LaVerne N. Boyd
 
GF LaVerne N. Boyd, Chair
On behalf of the GFF Legal Review Committee