Proposed By-Law Amendment

Membership Notification

Topic:  By-Law Amendment

Objective:  Inform Membership of proposed By-Law Amendment

Background: 

Please see the following proposed amendment for the MAATA bylaws to be considered the MAATA membership.  The following has been presented to the Board of Directors by the Governance Committee for consideration by the MAATA Membership.  In accordance with the MAATA By-Laws, this memo is meant to serve as notification to the membership that the following By-Law change is being proposed.

It is the Governance Committee’s belief this amendment should be considered to clarify the process and procedure to amend the governing documents of the MAATA.  As written in Article 8 (a) (v), the current by-laws could be read to require that more than half of our entire membership must vote to approve any amendment.   The perceived intent of the by-law is that a change should require a majority of the votes cast to be approved.  This is reflected in the proposed by-law change that you will see below.

Rationale:  Given the way that the by-law is worded, it could be interpreted that any change would require a majority of the entire membership must vote in favor of any change.  Given the typical response rate during elections (well below 50%), this could prove to be problematic for any future changes to the by-laws.  The Governance Committee has recommended to the Board, and the Board supports the recommendation you will see,  to ensure that any future amendments will require a majority of the votes cast versus a yes vote by the majority of the membership.

The by-laws are currently being reviewed by the Governance Committee and there are a number of updates that will be suggested.  The Governance Committee is proposing that we address the By-Law update in two phases.

  1. Phase 1- March. Amend Article 8(a)(v) to clarify the by-law amendment process.
  2. Phase 2- June. Present proposed amendments to the remaining by-laws to the membership for approval.

Current Language – Highlighted text is area proposed to be amended.

Amendment process timeline:

Received by President McKune- December 30

Presented to Board for Introduction- January

Presented to Board for Final Approval- February

Present to Membership- At least 3 weeks prior to the Spring Business Meeting which will be held in a virtual format.

Amendment Read during March Business Meeting- March 19, 2021, 12:00pm-1:00pm

Voting via electronic media- Following the March 19 business meeting

8) ARTICLE 8: Amendments 

a) By-Laws:

i) All proposed amendments to the MAATA By-Laws shall be submitted in writing to the District President at least six (6) weeks prior to a Board of Directors’ meeting, except as identified in section vi) below.

ii) The proposed amendment(s) shall be visible by the MAATA membership via email, MAATA website or by hard copy (by request) at least three (3) weeks prior to a MAATA Business Meeting.

iii) The proposed amendment(s) shall be read and may be discussed at a regularly scheduled Business Meeting, but no changes to that amendment may be made prior to a membership vote.

iv) Voting will be done via electronic media.

v)  Items shall require a “yes” vote by a majority of the voting membership for the adoption of the amendment. 

vi) The MAATA By-Laws shall not be in conflict with the Governing Documents of the NATA. Resolution of conflict shall be immediate with change to the Governing Documents.

vii) Should the name of the NATA or the NATA Governing Documents be amended such that the MAATA By-Laws are in conflict, the NATA Governing Documents shall prevail.

viii) The MAATA By-Laws shall then be immediately amended by action of the MAATA BOD to resolve the conflict.

ix) The membership shall be notified of the NATA change that required an immediate change to the MAATA By-Laws.

b) Policies and Procedures

i) The MAATA Policies and Procedures may be amended at any official meeting of the Board of Directors by a majority vote.

c) Ratification

i) All changes to the By-Laws shall become effective immediately upon ratification by the membership unless a time frame is specified in the amendment.

ii) All changes to the Policies and Procedures shall become effective immediately upon ratification by the Board of Directors unless a time frame is specified in the amendment.

Proposed Amendment to Article 8, Section a, Subsection v to read:

v) A proposed amendment to the Bylaws is approved by a majority of votes cast.