Proposed National Bylaws Changes
Included on this year’s ballot will be an update to Handbell Musicians of America’s national bylaws. While most of the edits are not substantive, this election cycle creates an opportunity for the Board to go forward with several proposals we have been discussing over the past year. In addition, Handbell Musicians of America recently had the opportunity to have our national bylaws reviewed by an attorney. Since it has been at least ten years since the current bylaws were adopted and laws do change, the Board felt a legal review was in order at this time. The attorney made several good suggestions that included consolidating some sections, clearing up some ambiguous or unnecessary terms, and providing stronger language in one case.
In looking over the bylaws, the board discussed terminology that we find to be more inclusive and current, and we took this opportunity to change some of that language. We added the word “encourage” to our purpose statement in regards to educational activities. Following discussions with area leaders at National Seminar this past summer, the language regarding adjudication and competition has been removed. (Both at the area and national level, it was agreed that our organization has never held competitive or adjudicated events. It was felt there is no apparent reason to continue to have this language in the bylaws. Should issues related to competition become a problem in the future, the subject can be revisited.) And we have updated the nondiscrimination language to remove the word “pregnancy” (Title VII prohibits an employer from discriminating against a woman because of her capacity to become pregnant – so in listing “gender,” this is already covered), but added “sexual orientation” and “gender identity or expression.”
There were some sections of the bylaws that were no longer appropriate, so they were deleted. Article V, Section 3.c.1.ii (and the first word of iii) was related to the start of the next nominating rotation period in 2008. This section was deleted, and the next section was slightly revised accordingly. In addition, Article XI, the section on the motto and seal, is being deleted, since it is not necessary to include this information in the bylaws. Note that the motto and seal has not changed, but leaving this section out of the bylaws will allow for future leaders to potentially change this information without requiring a bylaws election.
A new sub-section has been created to allow for a majority of the board of directors to call a special meeting without the permission of the president.
Some of the small suggestions made by the attorney were defining Member in Good Standing as a term, not capitalizing the term “member,” deleting the term “simple” majority, and not using the term “majority” in conjunction with two-thirds as it relates to the percentage required for adoption. The attorney also suggested stronger language for the indemnification clause.
Below is a more direct and substantive list of the major changes proposed in the bylaws, presented in document order. Note that all changes have been reviewed by Handbell Musicians of America’s attorney. The major changes have been discussed by the national board and the area leaders present at the 2019 National Seminar leadership meeting.
1. At the suggestion of the attorney, the preamble has been moved. The bulk of the language is now present in Article II, Section 1, Purpose, and has been slightly modified.
2. a. Article II, Purpose, has been edited to add the words sponsor “and encourage.”
b. Article II, Purpose, has been edited to end after the words “educational activities.”
3. Per Board discussions, nondiscrimination language in Article III, Section 8 has been updated to be more inclusive.
4. a. Article V, Section 3.c.1.ii has been deleted.
b. In Article V, Section 3.c.1.iii, the first word, “Thereafter,” has been deleted.
5. Article 5, Section 4 creates a new sub-section to allow for a majority of the board of directors to call a special meeting without the permission of the president.
6. Article 5, Section 4.c., per the attorney’s suggestion, remove the word “simple” so that it just reads “majority.” (A simple majority is not an absolute majority.)
7. Per board discussions, Article XI is being deleted from the bylaws. Note that the motto and seal have not changed, but it is not necessary to include them in the corporation’s bylaws. (This also allows the motto and seal to be changed in the future without changing the bylaws.)
8. Per the attorney’s suggestion, Article XII (after renumbering) has been rewritten with new indemnification language.
9. Per the attorney’s suggestion, Article XIII (after renumbering), Section 5, has been changed to read “Two-thirds of the votes cast shall be required for adoption.”