– 6 – 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 renumbering articles and sections of the constitution as needed after amendments are passed. 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 YELLOW HIGHLIGHT in the proposed version of the Constitution):
- Each occurrence where required.
RATIONALE: Once changes are passed, the articles and sections will require renumbering. Renumbering makes no core change to the provisions of the Constitution.
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