Proposed 2020 Amendments to PCB Bylaws

From the PCB Parliamentary Team

Below are the seven amendments to the PCB Bylaws that the Parliamentary Team will be presenting for consideration and approval at our upcoming 2020 Convention. These amendments are the result of much discussion about current events and how they have impacted PCB and its ability to conduct business. The Parliamentary Team believes that these amendments strike a useful balance between flexibility and accountability.

Proposed Amendment 1:
Article VI, Section1:

Current Text:
The Board of Directors shall be the governing body of the Pennsylvania Council of the Blind between conventions, provided that it shall make no policy decisions and take no official action in conflict with existing decisions or actions of the Convention. At least seven (7) members of the Board must be present to establish a quorum to carry on business.

Proposed Text:
The Board of Directors (“Board”) shall be the governing body of the Pennsylvania Council of the Blind between conventions. The Board may make policy decisions and take official action in conflict with existing decisions or actions of the Convention only under Extraordinary Circumstances. Extraordinary Circumstances shall only be determined by a unanimous vote of all Board members present (in person or remotely) at a regular or special meeting of the Board. Once the Board has unanimously determined that Extraordinary Circumstances exist, the Board may make policy decisions and take official action in conflict with existing decisions or actions of the Convention only by a super-majority affirmative vote of seventy-five percent (75%) of those present. At least seven (7) members of the Board must be present (in person or remotely) to establish a quorum to carry on business.

Explanation:
Currently, the Board is prohibited from acting contrary to any decisions taken at a Convention. The feeling is that this provision unnecessarily limits the Board’s ability to address extraordinary circumstances. Hence, this amendment allows the Board to act contrary to decisions taken at a Convention, but only in extraordinary and very limited circumstances, i.e., only when the Board is unanimous that an extraordinary circumstance exists and only when the Board then votes 75% affirmatively to do something that is contrary to a decision taken at a Convention.

Proposed Amendment 2:
Article VI, Section 1:

Current Text:
All business brought before the Board shall be decided by a majority vote of its members present and voting.

Proposed Text:
All business brought before the Board shall be decided by a majority vote of its members present (in person or remotely) and voting, unless otherwise indicated in these Bylaws.

Explanation:
This amendment expands the definition of “present” to include both in person and remote participation, thereby increasing the ability of more people to attend. The “unless otherwise indicated in these Bylaws” clause refers to the requirement of a majority vote, i.e., elsewhere, the Bylaws mandates a two-thirds or three-fourths affirmative vote rather than a simple majority.

Proposed Amendment 3:
Article VI, Section 4:

Current Text:
Appropriate technologies will be determined by an action of the board meeting in person, by a two thirds vote.

Proposed Text:
Appropriate technologies will be determined by an action of the Board by a majority vote.

Explanation:
This amendment removes the requirement of in-person attendance and lowers the bar for passage from two-thirds to a majority vote. Both changes make it easier for the Board to meet and to make necessary changes more rapidly to technological operations.

Proposed Amendment 4:
Article VII, Section 4:

Current Text:
Regular election of officers and Directors shall occur during the annual convention. Officers shall be elected in odd-numbered years for a term of office of two (2) years. Four (4) Directors shall be elected each year to serve a term of two (2) years.

Proposed Text:
Regular election of officers and Directors shall occur during the annual convention. Officers shall be elected in odd-numbered years for a term of office to extend to the last day of the quarter in which the subsequent election for these positions is held. Four (4) Directors shall be elected each year to serve a term of office to extend to the last day of the quarter in which the subsequent election for these positions is held. For example, if officers are elected in the Fall of 2019 and take office on January 1, 2020, and the next Convention is held in May 2021, then officers will take office on July 1, 2021.

Explanation:
This amendment changes the terms of officers and directors from a pre-determined two years to a more fluid and adaptable term measured by the date of the ensuing conventions. This change allows PCB to change the time of year in which it holds its convention and, thereby, adjusts the terms of officers and directors, which might run a little longer than two years or a little shorter than two years, depending on how much time passes between conventions.

Proposed Amendment 5:
Article VII, Section 4:

Current Text:
The term of office for both officers and Directors shall begin January 1 following their election.

Proposed Text:
The term of office for both officers and Directors shall begin on the first day of the month following the last month of the quarter in which the election took place. For example, if elections took place in October, the quarter would end on December 31, and officers and directors would take office on January 1, but if elections are held in May, the quarter would end on June 30, and officers and directors would take office on July 1. Irrespective of when the election and the taking of office occur, the fiscal year of PCB shall run from January 1 through December 31.

Explanation:
This amendment eliminates the hard date of January 1 as the start of newly-elected officers and directors because PCB may wish to hold a convention in a month other than October which would mean that officers and directors would be elected in a different month and would then start their terms in a month other than January. This change merely reflects the scheduling flexibility built into the preceding amendment.

Proposed Amendment 6:
Article X:

Current Text:
These Bylaws may be amended only at an annual convention of the Pennsylvania Council of the Blind. Proposed Amendments must be submitted in writing to the Parliamentary Committee no later than April 30. The Parliamentary Committee shall review the Proposed Amendments to determine whether they conflict with any other provision of these Bylaws before referring them to the convention for final action.

Proposed Text:
These Bylaws may be amended only at an annual convention of the Pennsylvania Council of the Blind. Proposed Amendments must be submitted in writing to the Parliamentary Team no later than three (3) months prior to the date of the Annual Convention. The Parliamentary Team shall review the Proposed Amendments to determine whether they conflict with any other provision of these Bylaws before referring them to the convention for final action.

Explanation:
This amendment removes the locked-in date of April (which presupposes an October convention) in favor of a more flexible deadline schedule that is based on the date when PCB holds its annual convention.

Proposed Amendment 7:
Article X:

Current Text:
All amendments, changes or deletions made to these Bylaws shall become effective January 1, following their ratification.

Proposed Text:
All amendments, changes or deletions made to these Bylaws shall become effective on the first day of the month following the last day of the quarter in which these amendments, changes, or deletions were approved.

Explanation:
This amendment reflects the scheduling flexibility built into these amendments, i.e., if PCB holds a convention in some other month than October. For example, if the convention was held in May and the amendments were approved at this convention, then the amendments would become effective on July 1 (the first day) after the quarter (April, May, June) in which the amendment was approved.

This ends the proposed amendments.

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