– 5 – 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 moving the Breed Council Standing Rules from Article XI to Appendix A of the CFA Constitution. These are non-mandatory changes according to NY Law, however the changes should be made to make the constitution read more clearly.
Changes to be made (these changes are marked in PURPLE TEXT in the proposed version of the Constitution):
- Breed Council Standing Rules from Article XI are moved to Appendix A.
RATIONALE: Each article of the Constitution describes an aspect of the CFA organization and its procedures. The Breed Council Standing Rules apply only to the functioning of Breed Councils. Moving the Breed Council Standing Rules to Appendix A of the Constitution preserves the entire section while maintaining the flow of the articles as pertaining to the overall function of CFA as an organization. Moving Breed Council Standing Rules to the Appendix makes no core change to the provisions of the Constitution; it only changes the location of this section in the Constitution.
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