Amendment 7

– 7 –  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 changing all notations in the constitution of the word “Constitution” to the word “Bylaws.” These are non-mandatory changes according to NY Law, however the change brings us in line with NY Law.

Changes to be made:

  • Each occurrence throughout the constitution.

RATIONALE: To conform to New York law, this change results in a terminology change only. New York law uses the word “Bylaws” when referring to foundational documents rather than the word “Constitution.” Because we are subject to New York law, it is confusing to use the word “Constitution” when complying with New York law. In order to streamline research and match the laws of our registered state, we are proposing changing all references to the word “Constitution” in our constitution to “Bylaws” so that our terminology matches New York law. This change makes no core change to any of the obligations in our constitution, but just conforms the language to the language used in New York law. All the rights and rules in the constitution remain fully in effect with this change.

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