Westwood South

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Proposed Changes to the Bylaws

April 16, 2013

To get an overview of the proposed changes, we provide a summary below. We also provide three useful documents that you can download to fully understand the proposed changes:

• The current bylaws [WSSM_Bylaws_adopted_2009_03_25.pdf], last revised March 29, 2009
• The revised bylaws [WSSM_Bylaws_revised_2013_04_16.pdf], to be presented for adoption at the next Annual Meeting of the Association, tentatively scheduled for June 2013
• The redlined version of the bylaws [WSSM_Bylaws_redlined_2013_04_16.pdf], which shows the changes made to the current bylaws to arrive at the revised bylaws.

Summary of Proposed Changes to Bylaws of March 29, 2009

Following is a summary of the proposed significant changes to the WSSM Bylaws of March 29,2009:

Article I Formation: 1.2: Purpose: Rewording to be more concise.

Article II Offices: 2.2: Other Offices: Deleted. There are no other offices.

Article III Membership and Dues: 3.1: Definition of membership was cleaned up.

3.3: Statement inserted saying Board may seek or accept donations.

Article IV Member Meetings: 

4.1 Annual Meetings: New bylaws require an annual meeting no more than 18 months after the last annual meeting.

4.2 Special Meetings: Rules for calling special meetings by members is specified. 

4.4 Notice of Meetings: Simplified. This section was overly complicated with references to State corporate law sections, and was hard to understand. 

4.5 Quorum: Specifies conditions for a quorum and how business may be conducted. Also, language cleaned up.

4.6 Voting: Allows voting by show of hands, or by written ballot. Also eliminates redundant text, e.g. stating the requirement for a quorum.

4.7 List of Active Members: Adds sentence protecting the privacy of the membership list, while at the same time making it available for inspection.

4.8 Record Date for Notice: This paragraph and the following two pargraphs have been deleted. The section went into detailed description establishing a record date for determining who the active members are. These restrictions would disenfranchise people who come to a meeting, and pay their dues at the door. 

4.9 Record Date for Voting: Also deleted as not needed. Existing bylaws also state that if no record date is established, then all active members are entitled to vote at a meeting. By eliminating this paragraph, more people would be able to vote than under the old bylaws.

4.10 Inspectors of Election. Also deleted. In our experience, we have always conducted open meetings in good faith. WSSM used an inspector of election at only one General Meeting in its 40 year history. Even with an inspector, you are relying on the good faith actions of the individual.

Article V Board of Directors: 

5.2 Member Term and Qualification: The language is cleaned up and simplified to reflect the fact that split terms for half the board of directors is a fact, rather than what is proposed, and how it will work. 

5.3 Election of Directors: Establishes a nominating committee.

5.4 Director Emeritus. This is a new paragraph. Its purpose is to allow the Board to retain the knowledge and experience of a former director and give advice at meetings, but not have a vote at Board meetings. 

5.5 Resignation and Removal: The number of the section is changed from 5.4 to 5.5, because of adding the paragraph on Director Emeritus. 

5.5.b) Rewritten, and broken into subparagraphs c and d. In b), The grounds for removal have been generalized and placed in subparagraphs 5.5.c) and 5.5.d). Also the sentence to remove a director who had missed 4 or more meetings was stricken, as this was considered too harsh. 

5.5.d) This section adds the sentence requiring a three-fourth majority of directors to vote a director out.

5.6 Vacancies: The number is changed from 5.5 to 5.6 because of adding the paragraph on Director Emeritus.

5.7 Place of Meeting; Telephone Conference Meeting. The number is changed from 5.6 to 5.7 because of adding the paragraph on Director Emeritus.

Sections 5.7, 5.8, 5.9, 5.10, 5.11, 5.12, and 5.13 are renumbered as 5.10, 5.11, 5.12, 5.13, 5.14, and 5.15; a new paragraph 5.8 is added, and paragraph 5.11 is changed to 5.9. 

5.8 Use of Emails: This is a new paragraph. For time-sensitive business that has been previously discussed but not voted upon, the President or any three Directors may call for a vote by email, and the motion or business shall be deemed to have passed, if the majority of all Directors have responded in the affirmative. For time-sensitive business that has not been previously discussed, emails shall not be used, except as discussed in paragraph 5.9.

5.9 Action by Written Consent: This paragraph was previously numbered as 5.11. It has been modified to allow email confirmation to take action by written consent, provided a super majority of the members of the Board or committee.

5.10 and 5.11 are the previous 5.7 and 5.8 paragraphs, which have not changed.

5.12 Special Meetings: Changed to require three Directors instead of two to call a special meeting. The notification time has been reduced from 72 hours to 48 hours. Also the text is more concise.

Sections 5.13 and 5.14 are essentially unchanged.

5.15 Committees: The old text for this subject has been replaced with new text, to restructure the way WSSM works, by having various committees do the work of the HOA, and report back progress or problems, and take direction from the Board. 

Article VI Officers, Records and Reports: This section is essentially unchanged except that Sectin 6.10 Compensation has been deleted. This paragraph is redundant as Compensation for the Directors has been covered in paragraph 5.14. Also, Section 6.11 Fiscal Year becomes the new 6.10.

Article VII General Association Matters: This section has been deleted in its entirety.

7.1 Execution of Contracts: In its history, I don’t believe WSSM has ever entered into a contract. 

7.2 Checks, Drafts etc., 7.3 Deposit, 7.4 General and Special Bank Accounts:

These items are covered under 6.8 Treasurer.

Article VIII Indemnification: This section has been renumbered VII.

Article IX Amendment and Construction of Bylaws:  This section has been renumbered VII.