[SJAAboard] September 22, 2007 - Draft SJAA Board Meeting Minutes - Bylaw

[Nelsonastro at aol.com]

Adopting a bylaw change is set up like replacing a resigned
director, board vote can do it (a) or (b) member vote can do it.
 
Article 9 , Section 1 Bylaw Amendment
 
(a) Subject to the power of members to change or repeal these Bylaws under  
Section 5150 of the Corporations Code, by approval of the board of Directors 
yada yada yada []
[unless the Bylaw amendment would materially and adversely affect the  rights 
of members as to voting or transfer, provided, however, if this  corporation 
has admitted any members, then a Bylaw specifying or changing the  fixed 
number of directors of the corporation, the maximum or minimum number of  
directors, or changing from a fixed to variable board or vice versa, may not  be 
adopted, amended, or repealed except as provided in subparagraph (b) of  this 
Section;] or  
(b) By approval of the members of this corporation.  
It needs to be clearly worded in the motion, after dicussion, is the  Board 
voting to 
amend the Bylaws (a) or is the Board just voing on some wording, which  will 
be eventually submitted to the members at a general meeting of the  members 
(b). 
This all needs to be finalized before there is a vote of the Board - I  
assume it will be part of the discussion and Gary will have a written version  of 
exacly what he wants at that time so it is correctly entered into the  minutes. 
No mind yah - that why it is still 'in discussion' 
Steven




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