Amendment 2

– 2 –  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 new sections in order to become compliant 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 ORANGE TEXT in the proposed version of the Constitution):

  • Article IV section 3 – describes how and when members are to receive notice of meetings. This section is required to comply with N-PCL section 605.
  • Article V section 2(a) – the current language is replaced by new language describing the reports required to be presented at the Annual Meeting. The reports required are very similar to those currently listed, but more detailed. This section is required to comply with N-PCL section 519.
  • Article VI section 6 – this section is added to state the process at the resignation or removal of a board member. This section is required to comply with N-PCL sections 706 and 714.
  • Article VII section 3(c) – this section describes how the board can take action through fax or email voting if all members consent to the action. This section is required to comply with N-PCL section 708(d).
  • Article VII section 5(a-d) – the new language describes the voting rules for actions that can be taken by the board and those that require a vote of the delegates. This section is required to comply with N-PCL sections 509, 510, 802, 903 and 1002.
  • Article XVI sections 1-4 – the new sections describe how policies and procedures are to be adopted, books and records are to be kept and forbids loans to directors and officers. These sections are required to comply with N-PCL sections 201, 715-A, 715-B, 716, 805 and IRS codes.

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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