Articles of Incorporation and proxies

The WDA's Articles of Incorporation have been received. The report I heard is that proxies are not mentioned in the original Articles of Incorporation. The KCC statute contains the clause "Unless otherwise specified in the Articles of Incorporation..." proxies must be allowed.

This creates a problem. It is obviously the intention of the Membership that proxies should not be allowed. The only practical solution to this conflict is to dissolve the current corporation and re-incorporate with a clause in the Articles of Incorporation that excludes proxies. That would probably be in the $500 - $1,000 range for legal fees.

This is an issue that requires discussion. It affects our upcoming elections and the future of the organization.

No one is responsible for publishing changes to the bylaws

There is no one responsible for publishing bylaws. This responsibility should be assigned to the Secretary/Treasurer in ARTICLE IV EXECUTIVE COMMITTEE, Subsection SECRETARY/TREASURER:

There should be wording specifying a required time frame for publishing changes to the bylaws. Before the next regularly-scheduled meeting of the Board of Directors seems to be a reasonable deadline.

Add the following to at the end of the Subsection addressing the Secretary/Treasurers duties.

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“Shall maintain the bylaws of the corporation and publish (in writing) any changes to the bylaws by the next regularly scheduled meeting of the Board of Directors”.
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Bylaws should be in writing before they are enforced

ARTICLE VIII AMENDMENTS
Section 3 Effective Date

“All amendments to these By-Laws shall become effective at the commencement of the following competition schedule after ratification by the General Membership.”

There should be a requirement that the Bylaws be published before they become effective. Bylaws deal with organizational issues. Tying the effective date to the start of a competition schedule makes no sense. Bylaws should become effective as soon as they are published to the Board of Directors. Drop the words "at the commencement of the following competition schedule" from this bylaw.

At the end of the sentence add the words: “and publication (in writing) by the Secretary to the Board of Directors”.

This section would then read as follows:

“All amendments to these By-Laws shall become effective after ratification by the General Membership and publication (in writing) by the Secretary to the Board of Directors.”