Amendment 1

– 1 –  CFA Executive Board

Proposed Amendments to the CFA Constitution

The Board has known for some time that our constitution is out of compliance with New York Not-for-Profit Corporate law (N-PCL) and has worked with our CFA attorney and our New York attorneys and to bring our constitution in line with New York law.

Mandatory changes to comply with New York law are amendment proposals #1 and #2. These changes are mandatory, not optional. If we do not make the changes to our constitution the changes are deemed made because New York law will supersede our constitution. By approving the mandatory amendment proposals, we maintain control of our constitution. You will note, as you review each item, that there is little change to the content of the constitution. Those sections added are required to describe practices not currently covered by the constitution, even though they may be current practices of our association. Approval of these mandatory amendments requires a 2/3 majority vote of the delegates. We request and truly require the delegates’ strong support of these changes.

Amendment proposals #3 through #7 are not mandatory changes but are “housekeeping” changes to update the constitution to reflect CFA’s current practices and clarify terms, renumber sections as required by changes, improve the flow of the document and change the title of our constitution to comply with New York legal terminology. Again, you will notice little change to the content of the constitution. Constitutional amendment proposals require a 2/3 approval vote of the delegates. Although these changes are not mandatory, the board requests the delegates’ strong support of these amendments.

RESOLVED: Amend the CFA Constitution, by adding to or adjusting current language, to comply with New York Not-for-Profit Corporation Law. These are mandatory changes that must be made to comply with New York law.

Changes to be made (these changes are marked in PINK TEXT in the proposed version of the Constitution):

  • ArticleIV section 2 – clarifies that demand for a special meeting is to be delivered to the CFA Secretary. This clarification of process is required to comply with N-PCL section 603(c).
  • Article IV section 5 – clarifies that the delegate fee is for each delegate or proxy, not the vote. Paying for votes is illegal. This clarification is required to comply with N-PCL section 609(a)(5) which prohibits the sale of proxies or votes.
  • Article IV section 7 – clarifies what is required for a quorum. This clarification is required to comply with N-PCL section 608.
  • Article IV section 7 – clarifies what is required for a quorum. This clarification is required to comply with N-PCL section 608.
  • Article IV section 7 – clarifies what is required for a quorum. This clarification is required to comply with N-PCL section 608.
  • Article VI section 5 – describes that vacancies are to be filled by the Executive Board until the next Annual Meeting, rather than for the balance of the unexpired term. This clarification is required to comply with N-PCL section 705(c).
  • Article V section 3 – added language to comply with NY Executive Law Article section 172-b
  • Article VII section 3(a) – added language states how a meeting may be adjourned. This language is required to comply with N-PCL section 711(d).
  • Article VII section 3(b) – clarifies how meetings can be held electronically (e.g., Zoom or telephonic conference calls). This language is required to comply with N-PCL section 708(c).

RATIONALE: The above changes are required to bring CFA into compliance with New York law. We must pass these amendments by a 2/3 majority of the delegates.

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