I don't have a problem with the proposed amendment but do have a question as to how these by-laws read. I am not a lawyer, but I believe my question is a reasonable one and would appreciate clarification.

The president and vice-president must be elected members of the Board. The treasurer must be a member of JCNA in good standing and is a member of the Board during such service. The secretary must be a member of the Board and a member in good standing and is a member of the Board during such service.

It would seem to me that the requirement that the president, vice-president and secretary be members of the Board are requirements for selection to fill those posts and service in them. If so, the requirements that the secretary be a member in good standing and the stipulation that person is a member during service are superfluous since service would be restricted to current Board members, elected or appointed to fill a vacancy.

If that is not the intention, is the requirement for the secretary to be a member of the Board apply only to that person's selection for the job and that service after leaving the Board requires only he/she be a member in good standing? Or,is it the intention that the membership in the Board conferred by being in that position satisfies the requirement that the person is a Board member before selected? This sounds rather circular to me. If the former is the case it could be more clearly stated.

Submitted by SW07-04436J on Mon, 01/31/2011 - 23:43

John,
Here is how the current bylaws read. I do not see what you see.
Steve

ARTICLE V. OFFICERS: ELECTION AND APPOINTMENTS
Section 1. Officers: The officers of JCNA shall be the president, vice-president, and treasurer. The president and vice-president must be elected members of the board of directors. The secretary must be a member in good standing of JCNA, and serve at the discretion of the board of directors, but not to exceed two years without review, with approval of a two-thirds vote of the Board of Directors, and shall be member of the board of directors during such service. (2010 AGM)

Section 5. Powers and Duties of the Secretary: The secretary shall be appointed by the president and confirmed by a two-thirds vote of the Board of Directors. The secretary shall attend all sessions of the board, executive committee meetings (when requested), and all meetings of the members including the annual general meeting and act as clerk thereof, record all votes and minutes of proceedings in a book to be kept for that purpose and furnish copies of all such minutes to the directors. However, as a member of the executive committee, unless the secretary is a regional director, the secretary shall not have voting rights on the executive committee. The secretary shall cause to be given notice of all meetings and shall perform such other duties as pertain to the office including carrying on correspondence as directed by the president and the board of directors and maintaining files of such correspondence. (2010 AGM)