Bylaw Review 2024 – Article 4

Article 4 – ‘Structure and Operation’- Changes 

Several sections were added to make them their own sections, which affected the numbering. Will do our best to list them here, but they would all still be in the ‘same area’ as before.

4.1.2.3 – c,d Revised the wording to make it clearer about our responsibilities to pay for services we receive and to clarify why those payments should be made.  

4.2.1.# – This section was greatly expanded to provide more clarity as to how someone can be nominated to the board and the process for vetting potential board members. It is hoped that the new process is both stringent and fair, as well as being clearly documented. 

4.2.2 – The wording was revised here both to remove some unnecessary details (…including the President…) and to clarify which related bylaw items needed to be followed. 

4.2.2.2 – The text about proxy votes was removed as that was clarified in another section.  

4.2.7 – There was some elaboration needed here to clarify how interim Directors were added to the board in between AGMs. It was stressed that the vetting and related processes still needed to be followed. 

4.2.9 – This section was added to put the direction of ‘No Proxy Nominations to be accepted’ on its own line, to apply it more globally.  

4.3.3 and 4.3.4 – These two items were the subject of the greatest amount of review, discussion, and revisions. The board wanted to make the process for removing a board member either by the membership or the board itself more clearly documented, balanced, and open. We are hoping that with these steps clearly laid out, with options for mediation and independent review available, that the process is as fair, open, and verifiable. 

4.3.5 – this section was removed from the original bylaws and elaborated on in section 4.3.4 

4.4.2 – Added the clarification of using the regular Director email address to deliver the meeting notification. 

4.4.5 – Revision of the wording to clarify how the President should cast a vote in a tie.  

4.5.1 – Added the note “(Collectively, the “Officers”)” as that term is referenced elsewhere in the bylaws. 

4.5.1.2 – The line “All Officers will serve as Directors of the Association concurrently” was added to make it clear that Officers are both Officers and Directors when serving on the board. This wasn’t explicitely stated previously. 

4.8.1.1 – We wanted to move away from listing any of the specific committee names, as committees sometimes can come and go, and their names can change as well. Also, added the line “These Standing Committees can be created or dissolved by a Board resolution.” The board has always been able to create a committee, but there was no information or direction talking about the ability to dissolve one.  

4.8.1.2 – The additional wording of “who shall be a Director” was added to make it clear that the Chairperson for each Standing Committee needed to be a Director. This was previously on its own line 4.8.1.3 in the original bylaws. 

4.8.1.3 – Was removed, as described in the above note. 

4.8.1.3 (was 4.8.1.4 in original bylaws) – The requirement to have children enrolled in the program in order to be considered as a Chairperson was removed. 

4.8.1.4 (was .5) – Added some references to new sections added 4.8.1.6 and 4.8.1.7 that details the probationary period for joining a committee and how someone can be removed from a committee.  

4.8.1.5 (was .6) – The big change here was outlining where committee documents should be saved to allow for review. Instead of sending them to the President, better to put them in the designated location on whatever system we are using at the time for document storage (FYI, this is currently Microsoft SharePoint). 

4.8.1.6 (added) – Made all committee nominations probationary. Similar to a workplace probation period, hoping to make things easier on both sides if the committee position didn’t work out.  

4.8.1.7 (added) – Added a section similar to the removal provisions for a Board member so the same applies for committee members.  

The following were made into their own sections:

Composition, Powers and Duties, Agents and Employees, Removal of a Director by the Association, Removal of Director by the MLCA Board, Standing Committees, Ad Hoc Committees, Advisory Committee.