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GBTA By-law vote
Posted by mossmel2 on 07/22/2013 9:33 am / GBTA
VOTE!
Please answer the following questions:
- Are you a Direct Member of GBTA?
- Are you going to GBTA Convention?
- Do you want to have your voice heard?
If you answered yes to any or all of these questions it is very important that you participate in the upcoming election and By-Law Change. If you are a Direct Member and are unable to attend the GBTA Convention but want have your voice heard please email Trish Rothman at [email protected]
The Board Elections are coming up and there are some good folks that are running unopposed. Along with the Board Elections is a By-Law Change vote. It is critical that you educate yourself fully on the information regarding each of the options before you cast your vote. Attached is a side by side comparison to the changes that you will be voting on. Please don’t sit by and let your voice go unheard. We are Chicago and we speak our minds….RIGHT! Now let’s put that Windy City saying into practice.
| Article Reference | Current Bylaw | Proposal A | Proposal B |
| Article III - MEMBERS - Section 2 - Voting Rights | Each Direct Member shall have one (1) vote in all matters to be voted on by the Members. Allied Members shall have no voting rights; except that Allied members shall have a vote to elect the two (2) Allied Members to the Board of Directors. In addition, Allied Members may vote on matters referred by the Council of Allied Leadership. | Gives equal voting rights to Direct and Allied members on all matters to be voted on. Also, Direct members will have one vote for President and one vote to elect five Directors at Large. Allied members will have one vote for Vice President and one vote to elect six Allied Directors at Large. | Allows one vote by Allied Members to elect four Allied Members to the Board of Directors. |
| Article III, Section 4(a) - Amounts | The Board of Directors shall establish the amount of any initiation fee or other charges to be paid by Eligible Businesses, and the dues or other charges required to be paid by Direct Members, allied Members, A | Adds language: "In no case can the Board of Directors establish any initiation fee, dues, or other charge that are not equal amongst Director Members and Allied Members." | No change |
| Article III, Section 5(b)- Special Meetings | A special meeting of the Members shall be held upon the call of the Board of Directors or upon the written request signed (within any 60-day period) by one-third of the Direct Members, at the time and place stated in the call or request. The call or request for the meeting shall state its purpose or purposes. | Added Allied Members to 1/3 requirement for special meeting request. | No change |
| Article III, Section 5(d) - Quorum | The presence in person or by proxy of one-tenth (1/10) of all of the Direct Members shall constitute a quorum for the transaction of business at any meeting of the Members of the Association. | Change definition of quorum to 1/10 of all Direct Members and 1/10 of Allied Members | No change |
| Article IV - BOARD OF DIRECTORS Section 2(a) Number | The number of Directors shall be thirteen (13). | Changes the number of Directors to fourteen (14) and two (2) other people shall serve in an ex officio capacity on the Board. | No change |
| Article IV, Section 2(b) - Composition - By Right Individuals | 4 By Right Individuals - Immediate Past President; ALC President; ALC VP; CPC President; 7 Direct Directors (2 dual status - President and VP and 5 At Large); 2 Allied elected At Large and Executive Director who is ex-officio. | By Right is defined only as the CPC President | Two individuals shall serve as By Right Directors: Immediate Past President and President of the CPC. Changes Allied Members to four (4) Allied Member Directors who shall be elected by the Allied Members. |
| Article IV, Section 2(b)2 - Composition - Direct Member Vote | Seven (7) individuals shall serve as Direct Member Directors of the Association by vote of Direct Members. Two are dual status (president and vice president) and five (5) Director at Large. | Defines the six (6) members that shall be voted on by the Direct Membership. (5 Direct Members at Large and the dual member President). | No change |
| Article IV, Section 2(b)3 - Composition - Allied Member Vote | Two (2) Allied Members shall be elected by the Allied Members. | Changes and defines the seven (7) individuals that shall serve as Allied Directors at Large. | Changes from two (2) to four (4) individuals that shall be elected by the Allied Members. |
| Article IV, Section 2(b)4 -Composition - Ex-Officio Directors | The Executive Director will be Ex-Officio | Two positions will be Ex-Officio - the Executive Director and changes the Immediate Past President position to Ex-Officiowith no voting rights. | No change |
| Article IV, Section 2 C - Interpretation | Interprets definitions for purposes of the by-laws. | Changes the interpretation of the Immediate Past President role. | No change |
| Article IV,Section 3(b) - Eligibility | Covers eligibility of Directors at Large separately by Allied and Direct | Deletes Eligibility of Allied Member Directors since there will no longer be a delineation between Allied and Direct. | No change |
| Article IV, Section 4 - Term | Terms are defined as 3 years for Direct Directors and 2 years for Allied Directors. | Changes terms for Allied and Direct to three (3) years for both. | Change terms for Allied and Direct to two (2) years for both and removes reference to ALC service. |
| Article IV, Section 5 - Election | Describes process for electing At Large Directors and officers. | Adds reference to Allied Members to election process. | No change |
| Article IV, Section 8 - Vacancies | Describes process for appointing and filling vacancies on the Board of Directors | Defines how Direct president and Allied vice president roles will be filled in the event of a vacancy. Vacated positions will be filled with an individual in the same member category as the vacancy occurs. | No change |
| Article IV, Section 11 - Quorum | Defines Quorum for Board of Directors as seven (7) required in the conduct of business of the association. L | Changes Quorum to ten (10) for Board votes in the conduct of business. | No change |
| Article IV, Section 13 - Executive Committee | Describes Composition and Powers and Authority of the Executive Committee that consists of the President, Immediate Past President, Executive Director (Ex-Officio), and two other Directors elected by the Board. | Abolishes the Executive Committee. | No change |
| Article V, Section 1 - Officers | The Officers of the Association shall be a President, a Vice President, the Executive Director, and the Immediate Past President. The President, VP and Immediate Past President shall be Direct Members. | Changes the requirement for the Vice President from Direct to Allied. | No change |
| Article V, Section 2 - Election | Describes the election process for the members of the Board of Directors. | Essentially the same as the original by-law but changes the VP to Allied. | No change |
| Article V, Section 5 a,b,c - Vacancy | Defines a vacancy for elected Officers and/or change in membership class of an elected Officer. | Item (b) describes the process required if there is a vacancy to the President position. A Direct At-Large Director shall be appointed for the unexpired portion of the term by a vote of the majority of the Direct At-Large Directors. | No change |
| Article V, Section 5 d - Vacancy | Defines a vacancy for elected Officers and/or change in membership class of an elected Officer. | Item (d) describes the process required if there is a vacancy to the Vice-President position. An Allied At-Large Director shall be appointed for the unexpired portion of the term by a vote of the majority of the Allied At-Large Directors. | No change |
| Article V, Section 5(f) - Vacancy | Describes process for filling a vacancy in the office of the Executive Director. | No change | No change |
| Article V, Section 5 (g) - Vacancy | Describes process for filling a vacancy for an Elected Officer. | Schematic changes only related to the President being Direct and the Vice President being Allied. | No change |
| Article V, Section 9- Immediate Past President | The Immediate Past President shall serve in an advisory capacity in order to ensure continuity and to provide such assistance as may be required by the President. | Changes the role of the Immediate Past President to that of anEx-Officio in a non-voting capacity on the Board of Directors. | No change |
| Article VI, Section 1 (a-c) - Nomination Procedure | Defines the nomination procedures required for each category (Direct and Allied). | Schematic changes only related to the President being Direct and the Vice President being Allied. | No change |
| Article VI, Section 2 (a-b) - Election Procedure | Defines the election procedure and process for obtaining and submitting absentee ballots. | It appears that any changes are schematic and related to the President being Direct and the Vice President being Allied | No change |
| Article VII, Section 2 - COUNCILS, COMMITTES AND TASK FORCES - Councils | Current councils include: Allied Leadership, Chapter Presidents' and Legislative Advisory | Retains ALC and CPC, but eliminates Legislative Advisory Council. The CPC shall elect a Council President from among the Direct Members and a Council VP from among it Allied Members. | Retains CPC and Legislative Advisory Council, but eliminates the ALC. |
| Article VII, Section 3 - COUNCILS, COMMITTES AND TASK FORCES - Committees | Current committees include: Audit and Investment and Membership | There are not significant changes to the current bylaws with the members and functions remaining the same. However, there will be two Ex-Officio positions on this committee since the role of the Immediate Past President has been changed. | The members and role of the committee remains the same as the original bylaw; however, an Allied Member Director will be elected by the Board. |
| Article XVII, Section 1 - AMENDMENTS TO BYLAWS - Vote Required | Bylaws can be altered, amended or repealed, or new bylaws may be adopted by two thirds (2/3) vote of a quorum of Direct Members at the Direct Member business meeting at the Annual Convention. | Bylaws may be altered, amended or repealed, or new Bylaws may be adopted by a three-fourths (3/4) vote of a quorum of the Board AND following such Board approval by a two-thirds (2/3) vote of a quorum of Direct Members and a two-thirds (2/3) vote of quorum of Allied Members at the Member business meeting at annual convention. | No change |
