Amendment 3

– 3 –  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 changing current language to clarify and/or update the constitution to reflect current CFA practices. These are non-mandatory changes according to NY Law, however the changes must be made to continue to allow the CFA to remain in and execute business in this modern electronic era.

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

  • Article III section 3 – allows electronic communication and clarifies negative information about applicants is to be submitted in writing.
  • Article IV section 1 – allows a process for changing the Annual Meeting date/location/manner or meeting, such as was necessary in COVID times.
  • Article IV section 2 – clarifies that the board may call a special meeting of the board.
  • Article IV section 4 – clarifies that the “proof” of notification is to be preserved, rather than the “container.”
  • Article IV section 5 – removes the reference to “Paragraph 1 of Section 3” to simplify and clarifies clubs are represented by the delegate or proxy.
  • Article V section 2(b) – replaces “mailed” with “provided” to allow for electronic communication.
  • Article V section 3 – clarifies that the audit committee obtains, rather than completes the audit, and reports the audit information to the board.
  • Article VI section 1 – adds (5) following the word “five” for consistency.
  • Article VI section 2(f) – allows for electronic communication and tabulation of ballots when in-person tabulation by inspectors is not possible.
  • Article VI section 5 – allows for electronic communication.
  • Article VII Title – adding “Meeting and Voting” to the title better describes the topics of the article.
  • Article VII section 2 – allows for electronic notice.
  • Article XIII Paragraph 2 – clarifies delegates and proxies may vote to change show rules.
  • Article XIII – Paragraph 3 is deleted because it repeats the wording found in Article VII section 6.
  • Article XV section 1 Title – corrects a previous typographical error.
  • Appendix A sections 4 and 6 – allows electronic submission of ballots.

RATIONALE: In the recent past, some language in the constitution has been changed to describe our more modern ways (e.g., including email as a means of communication) but there are still a number of areas where updating the language to describe current procedures is needed. This amendment proposes changes that will update the language of the constitution to describe our current procedures.

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