NOTICE OF INTENDED CHANGE IN BYLAWS AT THE OCTOBER WMS BOARD OF DIRECTORS MEETING
As part of our regular review of our Wellston Main Street, Inc. (WMS) Bylaws, the Directors requested several changes (1) that the Officers – President, Vice-President, Secretary, and Treasurer – be elected by the Board of Directors rather than by direct election by the WMS membership; (2) that both Directors and Officers be elected to one year terms; and (3) to limit the number of Officers at any one time who may be from the same immediate family (spouse or children).
We have found our current approach to the election of Officers to be awkward and confusing. Staggered terms, while necessary in the first few years of WMS, are no longer needed. With only four Officer positions, only one should be from any given company or family during a given year.
The first proposed change requires additional explanation. The change in the election of Officers results in adopting a procedure which is more commonly used with other IRC section 501(c) organizations and brings the Bylaws into compliance with this approach. With the adoption of this change to our Bylaws at the Thursday, October 24, 2019 WMS Board Meeting, the Officers for 2020 will be elected by the newly-elected Board of Directors during the Wednesday, November 20, 2019 WMS Annual Meeting, with terms effective beginning at the January, 2020 Board Meeting.
PLEASE NOTE that the Board of Directors will continue to be elected by the WMS members at the Annual Meeting.
If you have comments about these changes, please direct them to President Charlie Hudson. Comments may also be made at the October 24 meeting prior to the vote by the WMS Board of Directors to adopt this Amendment #2. This Amendment #2 will be effective immediately upon its adoption by the Board.
AMDENDMENT #2 TO
WELLSTON MAIN STREET, INC.
The following changes shall be made to ARTICLE VI – ELECTION OF OFFICERS AND DIRECTORS:
The first sentence of Section 1 shall be changed to read as follows: “Nominations of Directors will be held at the fourth calendar quarter general membership meeting.” All other sentences currently in Section 1 shall remain unchanged.
The current Section 2 shall be deleted in its entirety and replaced with the following:
“No more than two (2) Officers shall be from the same firm, institution, or immediate family (spouse or children). No more than two (2) Directors shall be from the same firm or institution.”
The current Section 3 shall be deleted in its entirety and replaced with the following:
“The annual election of Directors shall be held immediately after the nominations have been closed. Directors shall be elected for a term of one year. There are no term limits for Directors.”
The current Section 4 shall be deleted in its entirety and replaced with the following:
“Officers and Directors shall be installed at the January Board meeting. The term of office for every Officer and Director begins at the January Board meeting and ends at the January Board meeting the following year.”
Section 5 shall be changed to read as follow: “The election of Directors of this organization pursuant to this ARTICLE VI shall be conducted as follow:
A. The President shall preside during and receive all nominations for Directors:”
Items B. through F shall remain unchanged.
The following new SECTION 6 shall be added and read as follows:
“SECTION 6. Immediately after the election of the Board of Directors who shall serve during the next calendar year (called “Next Year’s Directors” hereafter in this Section 6), the Next Year’s Directors who are present at the Annual Meeting shall convene to elect the Officers who shall serve during the next calendar year.
Only Next Year’s Directors will be considered for Officer positions. Only Next Year’s Directors may nominate and vote on Officer candidates. Each Officer candidate will be voted on individually. If more than one of Next Year’s Directors is nominated for an office, the Officer will be determined by a majority vote of Next Year’s Directors who are present at the Annual Meeting using a secret paper ballot, collected and counted by three members who are not part of Next Year’s Directors and who have volunteered to perform this duty. The candidate who receives the majority of the votes shall be announced by these members; however, actual vote count shall remain confidential.
The Officers shall be elected in this order: a President, a Vice-President, a Secretary, and a Treasurer. Officers shall be elected for a term of one year. There are no term limits for Officers.”
Current SECTION 6 shall be renumbered to become SECTION 7.
Current SECTION 7 shall be renumbered to become SECTION 8.
Current SECTION 8 shall be renumbered to become SECTION 9.
All other provisions of the Wellston Main Street, Inc. Bylaws shall remain unchanged.
ADOPTION OF AMENDMENT #2 TO THE WELLSTON MAIN STREET, INC. BYLAWS:
This amendment was posted on the WMS Members Facebook for comment prior to its adoption by the Board.
The Bylaws were amended as described by this Amendment #2 by a sixty percent (60%) vote of the Board at the regular Board meeting held on_________________________.
Charles Hudson, President – Wellston Main Street, Inc. Board of Directors