Proposed Bylaws Changes

CBA Proposed Bylaws Changes

As of 6/7/23

ORIGINAL

5.1 Generally. There shall be a Board of Directors of the CBA which shall administer the affairs of the CBA. The Board of Directors shall consist of a maximum number of twenty-five (25) and a minimum number of fifteen (15) members. The Board of Directors shall consist of the following individuals: Chairman, Chairman-Elect, Vice-Chairman, Treasurer, Immediate-Past-Chairman, the President/CEO, the Division Chairs, and at least two (2) and no more than twelve (12) at-large Directors. Directors shall serve a one-year term or until his or her successor is elected. Directors shall be elected by a plurality vote of Active Members present at the Annual Meeting. Except for the President/CEO and Secretary, all Directors must be an executive officer of an Active Member. Any event of non-qualification shall constitute an automatic resignation by such Director.

PROPOSED

5.1 Generally. There shall be a Board of Directors of the CBA which shall administer the affairs of the CBA. The Board of Directors shall consist of a maximum number of twenty-five (25) and a minimum number of fifteen (15) members. The Board of Directors shall consist of the following individuals: Chairman, Chairman-Elect, Vice-Chairman, Treasurer, Immediate-Past-Chairman, the President/CEO, the Division Co-Chairs, and at least two (2) ~~and no more than twelve (12)~~ at-large Directors. Directors shall serve a one-year term or until his or her successor is elected. Directors shall be elected by a plurality vote of Active Members present at the Annual Meeting. Except for the President/CEO and Secretary, all Directors must be an executive officer of an Active Member. Any event of non-qualification shall constitute an automatic resignation by such Director.

ORIGINAL

5.2 Division Chairs. The State of Georgia shall be divided into a number of divisions, as determined by the Board of Directors from time-to-time. Each division shall have a chair (each, a “Division Chair”) who is nominated by the Nominating Committee pursuant to Section 7.4 hereof and elected by a plurality vote of Active Members present at the Annual Meeting to serve as a Division Chair and to serve on the Board of Directors. Each Division Chair shall serve a one-year term until his or her successor is elected at the next Annual Meeting.

PROPOSED

5.2 Division Co-Chairs. ~~The State of Georgia shall be divided into a number of divisions, as determined by the Board of Directors from time-to-time.~~ Each division shall have a co-chairs ~~chair~~ (each, a “Division Chair”) ~~who is~~ that are nominated by the Nominating Committee pursuant to Section 7.4 hereof and elected by a plurality vote of Active Members present at the Annual Meeting to serve as a Division Co-Chair and to serve on the Board of Directors. Each Division Co-Chair shall serve a one-year term until his or her successor is elected at the next Annual Meeting.

ORIGINAL:

5.4 Election of Directors. The following Directors shall be nominated in accordance with Section 7.4 of these Bylaws and shall be elected in accordance with Section 5.1 hereof:

Treasurer

Chairman-Elect;

Vice-Chairman;

Division Chairs; and

At least two (2) and no more than twelve (12) At-Large Directors

At each Annual Meeting the then serving Chairman and Chairman-Elect shall each be automatically nominated for another term as Director to serve as the Immediate-Past-Chairman and Chairman, respectively, and shall be elected in accordance with Section 5.1 hereof.

PROPOSED:

5.4 Election of Directors. The following Directors shall be nominated in accordance with Section 7.4 of these Bylaws and shall be elected in accordance with Section 5.1 hereof:

Treasurer

Chairman-Elect;

Vice-Chairman;

Division Co-Chairs; and

At least two (2) ~~and no more than twelve (12)~~ At-Large Directors

ORIGINAL:
7.3 Executive Committee. The Executive Committee shall consist of the Chairman, Immediate-Past-Chairman, Chairman-Elect, Vice-Chairman, Treasurer, and an at-large member appointed by the Chairman. The Executive Committee shall also recommend suggested resolutions to the Active Members for a vote in accordance with Article VIII of these Bylaws. The Executive Committee shall have and exercise all powers and authority of the Board of Directors when the Board is not in session, consistent with the association policies approved by the Board of Directors, except as may be otherwise specifically provided by law, the Article of Association or by these Bylaws. The Executive Committee shall not negotiate or approve terms of a merger with any organization that might result in the dissolution of CBA or any of its subsidiaries without prior approval of two-thirds of the Board of Directors.

PROPOSED:
7.3 Executive Committee. The Executive Committee shall consist of the Chairman, Immediate-Past-Chairman, Chairman-Elect, Vice-Chairman, Treasurer, and an at-large member appointed by the Chairman. The Executive Committee shall also recommend suggested resolutions to the Active Members for a vote in accordance with Article VIII of these Bylaws. The Executive Committee shall have and exercise all powers and authority of the Board of Directors when the Board is not in session, consistent with the association policies approved by the Board of Directors, except as may be otherwise specifically provided by law, the Article of Association or by these Bylaws. The Executive Committee shall not negotiate or approve terms of a merger with any organization that might result in the dissolution of CBA or any of its subsidiaries without prior approval of two-thirds of the Board of Directors. A proposal of merger or dissolution can only be presented to the full membership for a vote upon approval of two-thirds of the Board of Directors at a meeting attended in person by the Board of Directors; provided, however, that an alternative for in-person attendance required by this sentence may be approved by an in-person or electronic (e.g. telephone, zoom, or email) vote of two-thirds of the Board of Directors if, an only if, two-thirds of the Board of Directors, by an in-person or electronic (e.g. telephone, zoom or email) vote, determine that extraordinary and extenuating circumstances require or justify an alternative for in-person attendance required by this sentence. A proposal of merger or dissolution presented to the full membership for vote shall pass upon the affirmative vote of a majority of the Active Members.

ORIGINAL:

8.2 Recommendation of Resolution. Any proposed resolution recommended by the Executive Committee to the Members at an Annual Meeting or Special Meeting shall be voted on and shall pass upon an affirmative vote of a majority of the Annual Members present who are entitled to vote.

PROPOSED:

8.2 Recommendation of Resolution. Except for resolutions as set forth in Section 7.3, any proposed resolution recommended by the Executive Committee to the Members at an Annual Meeting or Special Meeting shall first be approved by a majority of the board of directors and then shall be voted on and shall pass upon an affirmative vote of a majority of the ~~Annual~~Active Members present who are entitled to vote.