CALIFORNIA ASSOCIATION OF LEGAL DOCUMENT ASSISTANTS

Minutes of Special Meeting Re CALDA’s Bylaws Revisions

CALDA Forum Chatroom

February 16, 2006

6:10 pm - 8:22 pm

 

Officers Present:

X Carol Ludlow, President

X Connette Blalock, Vice-President

X Annette Gomez, Secretary

X Betty Cole, Treasurer

 

Directors Present:    

X Robin Schumacher, Membership Chair

X Marcel Neumann, Technology Chair    

X Robin Wilson, Education Chair

X Connie Crockett, Fundraising Chair

X Moira Boyle, Public Relations Chair

X Jeanne Wierson, Professional Standards Chair

X Andrew Voller, Legislation Chair

 

Others Present:

None

 

6:10 p.m. Called to order by Carol Ludlow. The meeting was turned over to Connie Crockett to discuss the changes in our bylaws.

 

The first issue was in regards to our Annual Conference (ARTICLE IV). Currently October is the month that the conference is to take place. The revised by-laws have been changed to say September. Connette motioned to accept Article IV, Section 1 as amended. Andrew seconded the motion. All were in favor and the motion was carried.

 

Connie then moved to change the terms of the officers from 1 year to 2 years. There was one objection from Jeanne who was worried that this might make it even more difficult to recruit volunteers; everyone else was in favor. The motion was carried.

 

The next item was regarding the Past President not having voting powers. Betty motioned to accept the new wording. Connette seconded the motion. All were in favor and the motion was carried.

 

Article VIII, Sections 5 & 6 (Elections and Terms of Office) has revised language which will coincide with the terms of officers voted on previously. Connie moved to adopt the new language changing any reference to “one year” to “two years”. Andrew seconded the motion. Connette moved to amend the motion to “adopt upon correction of 1 year to 2” in the second paragraph of Section 6. Robin S. seconded the motion. All were in favor and the motion was carried.

 

Section 19 and 20 of the same article is in regards to Non-Liability of Directors and Indemnification by Association of Directors, Employees and other Agents respectively. Connette moved to accept Sections 19 and 20 as stated in the bylaws revised 1/20/2006. Betty seconded the motion. All were in favor and the motion was carried.

 

Article IX, Section 1 has some clean up language. “Officers” will become “Officers of the Association” and the wording “who shall be designated the Treasurer” will be added after the words “Chief Financial Officer,” Section 2 will add new wording that one must be an officer or chairman first before running for President or Vice-President. Connie moved to adopt the new language. Robin S. seconded the motion. There were no comments, all were in favor and the motion was carried.

 

Section 3 of the same article has clean up language clarifying the issue of expenses, compensation and tax deductions. Connie moved to adopt the new language. Betty seconded the motion. All were in favor and the motion was carried.

 

Section 4 and 6 of the same article adds wording which states that special meetings are not considered regular meetings for the purposes of removing a board member. Subsection C adds the following language: “The secretary shall also post the minutes of each Board meeting on the CALDA website.” Connie moved that this language be adopted. Moira seconded the motion. There was a brief discussion clarifying the terms of office of the past president. All were in favor and the motion was carried.

 

We went back to Subsection A of Section 6 regarding the Duties of the President to revise the last sentence to incorporate “two year term” to the language, then add the language, “Except as otherwise expressly provided by law, by the Articles of Incorporation, or by these bylaws, the President may, in the name of the Association, execute such deeds, mortgages, bonds, contracts, checks or other instruments which may be authorized from time-to-time by the Board.” This language was suggested by our consultant, Melodye Sereno. Connie moved to adopt this language. Robin S. seconded. All were in favor and the motion was carried.

 

As per Melodye Sereno’s suggestion, Article X, Section 3 should be changed to say the whole board’s approval is needed for all financial decisions. Connie moved to adopt this language. Robin S. seconded. All were in favor and the motion was carried.

 

Section 4 of Article X will be revised to show the Publication Revisions Committee under Education and designates the Nominations committee as a non-voting position. The revised Section 5 says that when we have a committee meeting, we must notice the members in the same manner as a regular board meeting via posting same on the CALDA website. Connie moved to adopt this language. Robin S. seconded the motion. All were in favor and the motion was carried.

 

Article XI, Section 5 again needs to have the language changed to reflect the two year terms. Connie moved to adopt this language. Andrew seconded the motion. All were in favor and the motion was carried.

 

Article XI, Section 5, Subsection G adds one last sentence which says, “This Committee chair is not considered a member of the Board and has no voting rights except those granted to any member of CALDA in good standing”. Connie moved to adopt this language. Robin W. seconded. It was clarified that we would have 13 voting members. All were in favor and the motion was carried.

 

Subsection K of Article XI, Section 5 adds a new committee chair, the Publications Revision Committee Chair. Connie drafted language which defines this new position. A discussion began to refine the wording in this paragraph. However, there was a difference of opinion on whether brochures and publications would be made available to nonmembers as well as members. This issue is tabled.

 

Connie then moved to adopt the new language in Article XIV, Sections 3 and 5 which says that any checks, drafts, or other orders for the payment of money or other indebtedness over the amount of $500.00 shall be signed by the Chief Financial Officer or Secretary and countersigned by the President. Amounts under $500.00 shall require the signature of either the CFO, Secretary or President. Betty seconded the motion. There was no discussion. All were in favor and the motion was carried.

 

Connie then moved to adopt the new language which changes the fiscal year to run from October 1 to September 30 to coincide with the conference. She also moved to adopt the remaining miscellaneous language Betty seconded the motion. All were in favor and the motion was carried.

 

Meeting adjourned at 8:22 p.m.

 

TO DO:

Connie will draft a proposal on the language for the publications revision committee via the talklist and encourage us to email comments to her individually. She will summarize all concerns and proposed revisions via the talklist.