Proposed Changes to Bylaws – 2020 Annual Meeting Item

Proposed CFLCW Bylaws Changes – Approved by the Board of Directors on August 13, 2020

Section 7.  Treasurer Duties.  The Treasurer shall:

(a)       Have the oversight and responsibility for all funds and securities of the corporation, and for monies due and payable to the corporation from any source whatsoever, including the deposit of such monies in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of these Bylaws;

(b)       Prepare or assist in the preparation of monthly and year-end financial reports;

(c)       Prepare (or oversee the preparation of) the proposed annual budget for submission to the Executive Committee to the Finance Committee for its review and submission to the Board; and

(d)       Generally perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the Chair or by the Board of Directors.

Section 8.  Secretary Duties.   The Secretary shall:

(a)       Keep the minutes of the Board of Directors’ meetings in one or more books provided for that purpose, including recording all Board and membership meetings as well as all votes of the Board and membership;

(b)       See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law;

(c)       Be custodian of the corporate records; and

(d)       In general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the Chair or by the Board of Directors.

ARTICLE VI

Executive Board Committees

Section 1.  Standing Committees

The Standing Committees of the Board shall be the Executive Committee and the Finance Committee, as follows;

(a). Executive Committee

(a) Members; selection.   (1) Members. The executive committee consists of the Chair, the Chair-Elect, the Immediate Past-Chair, the Secretary, the Treasurer, and, at the discretion of the Board of Directors, any other Director or the Chairs of any Standing committees of the Board.

(2) Powers.   The executive committee may exercise all the powers and perform all the duties of the Board between the meetings of the Board except the executive committee shall not, unless otherwise authorized by the Board, amend the Bylaws or make rules or regulations governing nominations or elections.  The executive committee shall prepare an annual budget for submission to the Board and shall perform such other duties as the Board may prescribe.

(b) Finance Committee

(1) Members. The finance committee consists of the Chair of the Board, the Chair-Elect, the Treasurer, and at least two others selected from the membership of the corporation with an interest in financial matters. At least one member shall be a certified public accountant. The corporate Treasurer shall chair the Committee.

(2) Powers.  The finance committee shall be responsible for the development of the annual budget and recommending specific actions to ensure the financial viability of the corporation. The finance committee shall perform such other duties as the Board may prescribe.

Section 2. Other Committees. The Board shall at its discretion establish other operating and ad hoc committees as it deems necessary for the work of the corporation.

Section 3.   (c.) Meeting; quorum.   The executive committee shall meet at the call of the Chair or upon the written demand of at least three (3) of its members.  All members shall be given at least forty-eight (48) hours’ notice by mail or telephone of the time and place of any meeting.  Four members present at a meeting constitute a quorum.  No action may be taken by the committee except upon the concurrence of at least three members.  The concurrence may be registered by mail or telephone.

Section 3. Committee Meetings; quorum.   All committees shall meet at the call of the Committee Chair or upon the written demand of at least three (3) of its members.  All members shall be given at least forty-eight (48) hours’ notice by mail, email or telephone of the time and place of any meeting.  A majority of the committee membership shall constitute a quorum. Four members present at a meeting constitute a quorum.  No action may be taken by the committee except upon the concurrence of at least three members.  The concurrence may be registered by mail or telephone.