[SJAAboard] February 16, 2008 - Draft SJAA General Meeting Minutes

[Craig Scull]

Hi, Sorry this is so late. Please send me any necessary clarifications whenever you receive this, either before or after tonight's meeting. Pay particularly close attention to the list of board members who were up for reelection, as I fear I may have mistakes there.
Thanks--Craig



----------------------------------------------
Minutes from the election held at the General Meeting
on Feb 16, 2008
----------------------------------------------
The following board members elected in 2006 were up
for reelection for two year terms:
*-Rob Hawley
*-Gary Mitchell

There was also one open position on the board from
Dave Smith. who stepped down in 2007. This opening
expired, and Phil Chambers ran for the new two year
position opening.

All board members were nominated unanimously,
including Phil Chambers to fill the open slot for a
two year term starting 2008.

The following board members will continue their two
year terms which began in 2007.
*-Craig Scull
*-Rich Neuschaefer
*-Lee Hoglan
*-Gordon Reade
*-Robert Armstrong
*-Mark Wagner


Also, several amendment changes were proposed and
passed. The changes are described below.


----CHANGE 1----
 
Article 3: Meetings of Members. Section 13. Quorum
for Meetings.

(current version as of Feb 16, 2008)

A quorum shall consist of 50% of filled Directorships
in attendance. Except as otherwise provided in these
Bylaws or in the Articles of Incorporation of this
corporation, or by law, no business shall be
considered by the board at any meeting at which a
quorum, as hereinafter defined, is not present, and
the only motion which the Chair shall entertain at
such meeting is a motion to adjourn. However, a
majority of the directors present at such meeting may
adjourn from time to time until the time fixed for the
next regular meeting of the board. The directors
present at a duly called and held meeting at which a
quorum is initially present may continue to do
business notwithstanding the loss of a quorum at the
meeting due to a withdrawal of directors from the
meeting, provided that any action thereafter taken
must be approved by at least a majority of the
required quorum for such meeting or such greater
percentage as may be required by law, or the Articles
of Incorporation or Bylaws of this corporation. 

(proposed change marked with arrows below)

>>A quorum shall consist of 50% of the
Directorships.<< Except as otherwise provided in these
Bylaws or in the Articles of Incorporation of this
corporation, or by law, no business shall be
considered by the board at any meeting at which a
quorum, as hereinafter defined, is not present, and
the only motion which the Chair shall entertain at
such meeting is a motion to adjourn. However, a
majority of the directors present at such meeting may
adjourn from time to time until the time fixed for the
next regular meeting of the board. The directors
present at a duly called and held meeting at which a
quorum is initially present may continue to do
business notwithstanding the loss of a quorum at the
meeting due to a withdrawal of directors from the
meeting, provided that any action thereafter taken
must be approved by at least a simple majority of
affirmative votes versus negative votes of the
directors present at a meeting or such greater
percentage as may be required by law, or the Articles
of Incorporation or Bylaws of this corporation. 

-Rob made a motion to approve the proposed text. The
motion was seconded by Lee and approved by unanimous
vote. There were no abstentions or oppositions.


----CHANGE 2----

Article 3: Meetings of Members. Section 13. Quorum
for Meetings. (This is a second change to the same
section as above. It is repeated below again for clarity.)

(current version as of Feb 16, 2008)

A quorum shall consist of 50% of filled Directorships
in attendance. Except as otherwise provided in these
Bylaws or in the Articles of Incorporation of this
corporation, or by law, no business shall be
considered by the board at any meeting at which a
quorum, as hereinafter defined, is not present, and
the only motion which the Chair shall entertain at
such meeting is a motion to adjourn. However, a
majority of the directors present at such meeting may
adjourn from time to time until the time fixed for the
next regular meeting of the board. The directors
present at a duly called and held meeting at which a
quorum is initially present may continue to do
business notwithstanding the loss of a quorum at the
meeting due to a withdrawal of directors from the
meeting, provided that any action thereafter taken
must be approved by at least a majority of the
required quorum for such meeting or such greater
percentage as may be required by law, or the Articles
of Incorporation or Bylaws of this corporation. 

(proposed change marked with arrows below)

A quorum shall consist of 50% of filled Directorships
in attendance. Except as otherwise provided in these
Bylaws or in the Articles of Incorporation of this
corporation, or by law, no business shall be
considered by the board at any meeting at which a
quorum, as hereinafter defined, is not present, and
the only motion which the Chair shall entertain at
such meeting is a motion to adjourn. However, a
majority of the directors present at such meeting may
adjourn from time to time until the time fixed for the
next regular meeting of the board. The directors
present at a duly called and held meeting at which a
quorum is initially present may continue to do
business notwithstanding the loss of a quorum at the
meeting due to a withdrawal of directors from the
meeting, provided that any action thereafter taken
must be approved by at least a >>simple majority of
affirmative votes versus negative votes of the
directors present at a meeting<< or such greater
percentage as may be required by law, or the Articles
of Incorporation or Bylaws of this corporation. 

-Rob made a motion to approve the proposed text. The
motion was seconded by Lee and approved by unanimous
vote. There were no abstentions or oppositions.


----CHANGE 3----

Article 3: Directors. Section 14. Majority Action As
Board Action.

(current version as of Feb 16, 2008)

Every act or decision done or made by a majority of
the directors present at a meeting duly held at which
a quorum is present is the act of the Board of
Directors. unless the Articles of Incorporation or
Bylaws of this corporation, or provisions of the
California Nonprofit Public Benefit Corporation Law,
particularly those provisions relating to appointment
of committees (Section 5212), approval of contracts or
transactions in which a director has a material
financial interest (Section 5233) and indemnification
of directors (Section 5238e), require a greater
percentage or different voting rules for approval of a
matter by the board. If a Director is unable to attend
a Regular or Special board meeting, the Director may
vote in absentia by one of the following methods:
{Section 14 continues}

(proposed change marked with arrows below)

>>Every act or decision done or made by a simple
majority of affirmative votes versus negative votes of
the directors present at a meeting duly held at which
a quorum is present is the act of the Board of
Directors,<< unless the Articles of Incorporation or
Bylaws of this corporation, or provisions of the
California Nonprofit Public Benefit Corporation Law,
particularly those provisions relating to appointment
of committees (Section 5212), approval of contracts or
transactions in which a director has a material
financial interest (Section 5233) and indemnification
of directors (Section 5238e), require a greater
percentage or different voting rules for approval of a
matter by the board. If a Director is unable to attend
a Regular or Special board meeting, the Director may
vote in absentia by one of the following methods:
{Section 14 continues}

-Rob made a motion to approve the proposed text. The
motion was seconded by Lee and approved by unanimous
vote. There were no abstentions or oppositions.