Annual Meeting and Bylaws Changes
Annual Meeting
The Annual Meeting of Members of the Golden Triangle Audubon Society will take place on Thursday, November 17, 2005 in the Garden Center, Beaumont Botanical Gardens, Tyrrell Park, Beaumont, Texas at 7:00 p.m. The Agenda is as follows.
- Approval of Minutes of Meeting of November 18, 2004.
- President's Report on the Activities of the Society in 2005.
- Amendments to the Bylaws (see below).
- Election of Officers and Board of Directors for 2006.
- Any Other Business which may properly come before the Annual Meeting.
Amendment to Bylaws
The following amendments to the Bylaws of the Golden Triangle Audubon Society have been proposed, and will be voted on at the Annual Meeting of the Society on Thursday November 17. The Board of Directors has considered these amendments and recommends that they be adopted. The Board considers that it will be helpful to the operation of the Society to involve more members in its governance and related activities, and therefore supports the increase in the maximum number of directors. Allowing for a range in the number of Board members is more practical and flexible, and solves a potential problem in the current Bylaws which require a specific number of directors but provide no procedure to replace resigned directors. However, to avoid quorum problems, it is proposed that the quorum be set at six members of the Board. This is the number that is required presently, although it is currently defined as a majority of the Board. In this day and age, with everyone's busy schedules, it has been found better to have fewer Board meetings each with more substantive matters to deal with. The change in the notice requirements for the Annual Meeting will make it easier to meet the letter of the requirements within the normal schedule of publication of the Brown Pelican. Currently, we often do not mail a Brown Pelican in the period between 50 and 30 days prior to a meeting, even in the absence of hurricanes.
In the text below, additions are underlined and deleted are struck through.
ARTICLE II
Meetings
Section 4.
Notice of the annual
meeting, special meetings and regular meetings, at which SOCIETY business is to
be conducted, shall be given not less than thirty (30) nor more than
fifty (50)seventy-five
(75) days before the date of the meeting. Such notice is given when
deposited in the United States mail, with postage thereon prepaid, and directed
to the member at his address as it appears on the record of members, or at such
other address as he may request in writing to the Secretary of this SOCIETY,
provided that members who elect to receive SOCIETY notices by email or facsimile
may be served notice by such means in lieu of United States mail. Notice of
such meetings may be published in the SOCIETY'S newsletter or other regular
publication, provided such publication is mailed or otherwise distributed
according to the provisions stated hereinabove.
ARTICLE III
Board of Directors
Section 1.
The control and conduct of the business of the SOCIETY shall be vested in its Board of Directors. The Board shall include no fewer that seven (7) and no more than eleven (11) elected Directors and, ex-officio with full voting rights, the elected officers of the SOCIETY.
.......
Section 4.
There shall be at
least
six
three regular meetings of the Board of Directors in any one
calendar year, not more than one regular meeting in any one month. The dates
for the regular meetings shall be determined by the Board at its first regular
meeting following the annual meeting of members.
.........
Section 6.
A majoritySix
members of the Board shall constitute a quorum at any meeting of
the Board of Directors
provided such quorum includes a majority of the elected Directors.
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