NOTICE
To the Membership of Danbury Area
Computer Society (DACS):
DACS is a 501(c)(3) non-profit organization
incorporated in the State of Connecticut with Bylaws last revised
on October 31, 1993. In a recent examination of these Bylaws,
we noted several possible conflicts with established practices
in electing members of the board and setting their terms of office.
While this does not affect the legality of our existence or jeopardize
our standing as a 501(c)(3), it just means that we are not operating
according to the rules set down and agreed upon by the membership
at large when the organization was founded or when the membership
at large approved modifications to the Bylaws.
At a recent board meeting, a committee
was established to propose revisions to the Bylaws. The affected
paragraphs are listed below. The clauses or phrases to be deleted
are highlighted in bold and underlined. Specifically, these remove
restrictions on serving consecutive terms of office and on board
members serving as officers. There is also one replacement change—officers'
terms have been changed to start April 1st rather than January
1st—to allow the board more time to identify and recruit
officer candidates. It is shown in italics.
The full Bylaws of the organization
will be posted on the DACS website. These modifications will
be presented for approval to the membership at large at the annual
meeting, to be held concurrently with the December General Meeting.
After the vote upon the revisions to the Bylaws, the regularly
scheduled elections of the Board of Directors will be held.
Board of Directors
16. Authority, number, term and
qualification. The business, property and affairs of the Corporation
shall be managed by or under the direction of the Board of Directors.
The Board may exercise all such authority and powers of the Corporation
and do all such lawful acts and things as are not by statute
or the Certificate of Incorporation or by these Bylaws directed
or required to be exercised or done by members. The Corporation
shall have not less than three directorships. The number of directorships
may be changed by resolution of the members or of the Board or,
in the absence thereof, shall be the number of directors elected
at the last annual meeting of members. Each director shall hold
office for the term for which he or she is elected except
that no director shall serve more than two consecutive terms
and until his successor shall have been duly elected and shall
have qualified; provided, however, that a director shall cease
to be in office upon: (i) death; (ii) his or her resignation;
(iii) his or her removal from office in accordance with these
Bylaws, or any other lawful removal from office; or (iv) an order
of a court that, by reason of incompetency or any other lawful
cause, he or she is no longer a director in office. Directors
need not be residents of the State of Connecticut.
Recommended Modification: Delete
except that no director shall serve more than two consecutive
terms
Reason for change - to permit a
director to serve more than two consecutive terms. The director
must still be elected by the membership at large for each additional
term.
Officers
26. Number, qualification, term
and election.
(A) There shall be a Chairperson
of the Board (who shall be a member of the Board) who shall serve
for a term of one year. The Chairperson shall be elected by the
Board of Directors at its December meeting and shall preside
at meetings of the Board.
(B) The officers of the Corporation
shall be a President and a Secretary. There may also be a Chairman
of the Board (who must be a member of the Board), a Vice President,
a Treasurer, an Assistant Treasurer and such other officers as
shall be appointed in accordance with these Bylaws. Any two or
more offices may be held by the same person, except the offices
of President and Secretary. The officers of the Corporation who
shall not be directors shall each be elected by the Board
of Directors for a term of one year commencing on January
1. Each officer shall hold office for the term for which
he or she is elected except that no officer shall serve
more than two consecutive terms and, in the case of the
President or Secretary, until his or her successor shall have
been duly elected and shall have qualified, provided, however,
that an officer shall cease to be in office upon: (i) death;
(ii) his or her resignation; (iii) his or her removal from office
in accordance with these Bylaws, or any other lawful removal
from office; or (iv) an order of a court that, by reason of incompetency
or any other lawful cause, he or she is no longer an officer
in office.
Recommended Modification: Delete
who shall not be directors
Reason for change - implies that
an officer may not be a director.
Replace January 1
with April 1
Reason for change - to give the
board more time to identify and recruit candidates for officer
positions.
Delete that no officer shall
serve more than two consecutive terms and,
Reason for change - to permit an
officer to serve more than two terms.
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