A Proposal to Amend the By-Laws to Allow Directors to Attend Board Meetings through use of conference telephone, electronic video screen communication, or electronic transmission.

Written by:

By Geoff Sargent, Tim Edes, Montie Elston, and Mark Hogan

Over the past year, the CBA Board of Directors has discussed a modification of our policies and by-laws to allow Directors to attend board meetings, on a case by case basis, through use of conference telephone, electronic video screen communication, or electronic transmission. We opened this discussion for several reasons; (1) to take advantage of new technologies to allow full board participation when addressing important issues in and when Directors might be out of town for professional or personal travel, and (2) to make it possible for CBA members whose professions require a significant amount of travel to serve as Directors of the CBA.

One of our unwritten CBA Board of Director policies is that we believe the business of the CBA is best performed in person, face-to-face. However, our current attendance requirement, that allows Directors to miss up to three consecutive meetings before being deemed to have resigned, sometimes conflicts with the travel schedules of working musicians and other professionals. In order to encourage those individuals to become Directors, and to allow current Directors to attend urgent meetings when travelling, we propose to change the attendance policy to allow Directors to attend board meetings electronically, with permission of the board. We feel this is a conservative change to the by-laws that will give us the flexibility to accommodate travelling members but will keep the spirit of encouraging Directors to personally attend board meetings.

In order to amend the by-laws to allow a change to our attendance requirement and to establish the guidelines for electronic attendance in accordance with Article III of our by-laws, we are including the following proposed Amendment (below) on the fall ballot for ratification by a vote of the CBA membership.

We recommend a yes vote to ratify the Amendment to Allow Directors to Attend Board Meetings Through Use of Conference Telephone, Electronic Video Screen Communication, or Electronic Transmission.

A Proposal to Amend the By-Laws of the California Bluegrass Association to Allow Directors to Attend Board Meetings Through Use Of Conference Telephone, Electronic Video Screen Communication, or Electronic Transmission.

The CBA Board of Directors propose to the CBA membership to:

(1) Amend CBA Bylaws, Section 3 of Article III, to add new Subsections b and c: to allow Directors to attend Meetings of the Board of Directors by conference telephone, electronic video screen communication, or electronic transmission on a case by case basis with permission of the Board of Directors in accordance with and subject to the provisions and limitations of the California Nonprofit Corporation Law.

(2) Adopt a resolution of the Board by at least a majority vote of CBA member approval reading as follows:

Section 3. Meetings.

a. Meetings of the Board of Directors shall be called and held as may be ordered by the Directors. b. Attendance at a meeting of the Board of Directors and/or Executive Committee through use of conference telephone, electronic video screen communication, or electronic transmission may be permitted with permission in each case by the Board of Directors. c. Directors may participate in a meeting through use of conference telephone, electronic video screen communication, or electronic transmission by and to the California Bluegrass Association Board of Directors meetings and/or Executive Committee meetings. Participation in a meeting through use of conference telephone or electronic video screen communication constitutes presence in person at that meeting as long as all directors participating in the meeting are able to hear one another. Participation in a meeting through use of electronic transmission by and to the California Bluegrass Association meetings and/or Executive Committee meetings other than conference telephone and electronic video screen communication constitutes presence in person at that meeting if both of the following apply:

(A) Each director participating in the meeting can communicate with all of the other directors concurrently.

(B) Each director is provided the means of participating in all matters before the board, including without limitation, the capacity to propose, or to interpose an objection to, a specific action to be taken by the California Bluegrass Association Board of Directors and/or Executive Committee.

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