REVISED MAC BYLAWS COMMITTEE REPORT – May 25, 2008 Update the three issues the abbreviated Bylaws Committee is charged with clarifying (as noted in 2/16/08 minutes):
Current Bylaws – “Article II, Membership and Delegate Meetings Section 4: A quorum for Council meetings shall the elected and designated delegates present, so long as at least 50% of the then current active chapters are represented.”
Proposed Bylaws Change – No change to current Article II, Section 4, that defines a quorum. Add to Article II, Membership and Delegate Meetings Section 1: Voting at all regular and special meetings shall be by delegate vote. “D. Regardless of the number of delegates present or number of authorized delegate proxies to be voted at any regular or special Council meeting, no single chapter’s delegates may cast more than 50% of the total number of votes that are cast on any single vote that occurs at the meeting.”
Rationale – The Committee proposes no change to the current bylaws definition of a quorum (Article II, Section 4). We do, however, propose adding a requirement (Article II, Section 1, D) that any single chapter’s delegates may not cast, by delegates present and authorized delegate proxies, more than 50% of the total votes cast on any single vote that occurs at a regular or special MAC meeting. This addition addresses the concern that a large chapter could control the voting at a meeting if its delegates present and authorized delegate proxies totaled a majority of all delegates present and delegate proxies authorized to be cast. While aware that this new proposed provision could be construed as a disincentive to large chapters encouraging large numbers of its delegates to either be present to vote or to cast an authorized proxy vote at a meeting, the Committee feels that allowing a single chapter to control the voting at a meeting would have greater negative impact on the other chapters and Council as a whole, and should be prohibited in the bylaws.
Current Bylaws – “Article II, Membership and Delegate Meetings Section 1: Voting at all regular and special meetings shall be by delegate vote.
and,
“Article III, Officers Section 3: Except with Executive Committee approval, no Chapter President, Vice President, Secretary or Treasurer shall hold an elected Council position.
Proposed Bylaws Change – First, because the Committee feels it is advisable to add a more precise provision on how chapter delegates are designated and authorized, it proposes adding: Article II, Membership and Delegate Meetings Section 1: Voting at all regular and special meetings shall be by delegate vote. “C. Each Council chapter shall select its MAC delegates from among its members who are in good standing with national Trout Unlimited. To be recognized as a MAC delegate authorized to represent a chapter and to vote at regular or special Council meetings, their chapter shall either:
2. provide the MAC Secretary with a list of its chapter MAC delegates at the Council meeting, if accompanied by either a copy of the chapter board’s minutes recording its action designating its MAC delegates; or by a statement signed by the chapter president recording the action of the chapter designating its MAC delegates.”
In response to the question of whether a chapter can replace an individual on its MAC delegate list if that person is a MAC officer and member of that chapter, the Committee sees no need to revise the bylaws.
Rationale – First, with its recommendation to continue the use of proxies (see below), and the need to reduce issues of who are the recognized MAC delegates authorized to vote at a meeting either in person or by proxy, the Committee recommends adding Article II, Section 1, C, that establishes the requirement and procedure for being recognized as a chapter’s MAC delegate authorized to cast a delegate vote in person or by proxy at a meeting.
Regarding the question of whether a chapter can replace a MAC delegate who is a MAC officer and member of that chapter, the Committee feels the current bylaws clearly state that elected Council officers “may each cast one delegate vote” (Article II, Section 1, A), and that “Mid-Atlantic Council Officers with the exception of the Chairperson will continue to count as one of their respective chapter delegates.” (Article III, Section 3, C). Therefore, an elected Council officer, who had to be a designated chapter delegate to be eligible to be elected or re-elected a Council officer (Article III, Section 3, A), does have a delegate vote to cast (Article II, Section 1, A), and that vote shall count as one of the respective chapter delegate votes of his or her chapter (Article III, Section 3,C), whether or not he or she continues to be designated as a chapter delegate. As long as the Council officer continues to be a member of that chapter, whether or not they are designated as a chapter delegate by the chapter, they may cast a delegate vote, which shall be counted as one of the chapter delegate votes allocated to that chapter based on the number of its members. Thus, whether or not a Council officer is designated as a chapter delegate by his or her chapter, does not affect the officer’s authority to vote, nor does it change the requirement that the officer’s vote shall count as one of the chapter delegate votes of his or her chapter.
In the unusual case of a MAC elected officer changing his or her membership from one MAC chapter to another MAC chapter, the current bylaws would authorize the officer's original chapter to add an additional delegate to its list of chapter delegates to replace the MAC officer, and the officer's new chapter would be required to remove one of its chapter delegates to enable the officer to cast one of the chapter's delegate votes.
3. Proxies: What constitutes a valid proxy and should the future use of proxies be eliminated?
Current Bylaws – Article II, Membership and Delegate Meetings Section 5: Proxy votes shall be permitted at any regular or special meetings. If a delegate cannot attend the meeting, he or she may cast a vote by sending a written proxy clearly indicating the vote on specific issues announced in the meeting notification. The proxy must be signed, indicating name, chapter and date, and presented in a sealed envelope to the Council Chairperson. The proxy must arrive in time for the meeting at which the issue or policy is to be voted on.
Proposed Bylaws Change – The Committee recommends that proxy voting continue to be authorized, and that the bylaws be amended to clarify the proxy voting provisions as follows:
Article II, Membership and Delegate Meetings Section 5: Proxy votes shall be permitted at any regular or special meetings. If a delegate cannot attend the meeting, he or she may cast a vote by sending a written proxy designating a MAC delegate from their chapter who will be present at the meeting to cast their proxy vote on any issues considered by the MAC at that meeting. The proxy must designate the date of the MAC meeting at which the proxy vote is authorized to be cast and the name of the delegate from their chapter who shall be present at that meeting and is authorized to cast the proxy vote. The proxy also must be signed, indicating name, chapter and date signed, and presented in a sealed envelope to the Council Chairperson. The proxy must arrive in time for the meeting at which the issue or policy is to be voted on.
Rationale – The Committee’s recommendation to continue the use of proxy votes at Council meetings is based on the difficulty of some delegates to regularly travel significant distances to meeting locations, as well as the suggestion that encouraging proxy voting may encourage increased participation in Council affairs. Despite the realization that proxy voting may, in fact, instead reduce active Council participation, the Committee feels that on balance the benefits of proxy voting out weigh its potential negative impact.
The suggested bylaws revisions would make the Council’s bylaws consistent with the national TU recommendation that proxies be cast by members from the same chapter who are present at the meeting, and clarify the votes for which the proxies may be cast.
Revised and Resubmitted by: Jim Greco George Gaines
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