Bylaws Amendment to Allow for Remote Voting & the Annual Member Meeting
On September 14, 2020, the WAA Board of directors voted unanimously to approve bylaws amendments that will allow for a virtual annual meeting and for members to vote electronically. In summary, the amendments:
Established a provision for an electronic or virtual meeting at the sole discretion of the board; and
Allow any eligible voting member to vote by electronic ballot.
The Western Arts Alliance bylaws did not anticipate a pandemic. The bylaws, last amended in 2010, include no provisions for members to vote electronically or for a virtual annual meeting.
Because of the pandemic and region-wide fires, these amendments are both prudent and urgent. Therefore, the Board of Directors exercised its authority under Article 9, Section 2, Paragraph (a), and voted to amend the bylaws.
The proposed amendments can be found under Article 3, Section 3, Paragraphs a.i, b.i, and c.i (pages 4 and 5); and Article 3, Section 13, paragraph a (page 6).
About WAA's Bylaws
Bylaws are the legally binding rules that outline how Western Arts Alliance operates and is governed by the board. WAA’s Bylaws are not static, and the board periodically reviews the bylaws to deal with specific needs or issues, comply with State or Federal requirements, or address changes in nonprofit management or practice. For instance, in 2004, Western Arts Alliance members approved bylaws amendments to comply with Oregon law, change our fiscal year (now July 1-June 30), and allow for electronic notice of the annual membership meeting and board meetings.
Voting Rights of Members
The Bylaws allow for designated representatives from three classes of membership to vote:
Presenters
Artist/Management; and
Associate.
Currently, members may vote in person or by mail.
First Proposed Amendments
For each voting class of members (outlined above), the amendments read:
To select one voting representative to vote on all matters relative to the Corporation presented for a vote, either at the annual meeting, or at any other time when such matters shall be presented for vote, either in person, by mail, or by electronic ballot.
Place of Meetings
Article 3, Section 13, establishes where the organization may hold annual meetings of the membership. Currently, meetings may be held either within or without the State of California (where WAA is incorporated).
Second Proposed Amendment
This amendment will insert the following new language as Article 3, Section 13, paragraph a:
Electronic Meetings The Board of Directors may, in its sole discretion, determine that the organization may not hold any meeting of the members at a location, but may instead be held solely through remote communication or virtual meeting. Participation in a virtual meeting shall constitute presence in person at the meeting for all purposes, including quorum and voting. Members shall receive at least thirty (30) days advance notice of the change to a virtual meeting and shall be provided instructions for participation and voting in such a meeting.