Lutheran Social Services Proposed Bylaw Changes

CHANGE 1

Article VI (Board of Directors), Section 2:

Currently reads:

“Regular meetings of the Board of Directors shall be held at such times and places as the Board may from time to time determine, except that at least twelve (12) meetings of the Board of Directors shall be held each year.”

Proposed change (adding the word “monthly”):

“Regular meetings of the Board of Directors shall be held at such times and places as the Board may from time to time determine, except that at least twelve (12) monthly meetings of the Board of Directors shall be held each year.”

Rationale for change:

In receiving notice of approval as a Community Health Center an accompanying implementation plan calls for adjusting the bylaws to reflect monthly Board meetings.

CHANGE 2

Article IV (Membership), Section 3:

CURRENTLY READS (in part):

“… Each delegate shall have one vote on any matter submitted to a vote of the member congregation.  …”

PROPOSED CHANGE (addition underlined):

“… Each delegate shall have one vote on any matter submitted to a vote of the member congregation. Except as provided in Article V, Section 4 below.  …

Article V (Meetings), Section 4:

CURRENTLY READS:

“Twenty-five delegates shall constitute a quorum at all meetings of the corporation.”

PROPOSED CHANGE (addition underlined):

“Twenty-five delegates shall constitute a quorum at all meetings of the corporation. If at any duly called and noticed meeting of the corporation a quorum of delegates does not exist, a majority of the Board of Directors shall constitute a quorum for such meeting and affirmative vote of a majority of the Board of Directors at such meeting shall constitute the authorization or taking of any action to be voted upon at such meeting.”

RATIONALE FOR CHANGE:

Historically, there have been occasions when a quorum of the membership (25 delegates) was not achieved to vote on items set before it, such as the election of nominees to Board service or proposed bylaw changes. In an attempt to preserve this prerogative of the membership, while helping to ensure that such matters are acted upon both formally and timely, the above proposed change would delegate such authority to the Board of Directors only when a quorum of the membership is not achieved.