FHISO Board Action by Written Consent on 5 April 2019

On 5 April 2019, the Board resolved the following by written consent without a Board Meeting, per Bylaw 9.13:

Amendment of the Bylaws. Richard Smith proposed motions (A) to clarify the board election schedule; and (B) to define a special resolution to simplify the bylaws. Written consent was received for both motions from Richard Smith, Luther Tychonievich, Andy Hatchett and Roger Moffat. Both motions passed.

Note that because Greg Lamberson, Brett McPhee, Drew Smith and Tony Proctor are on sabbatical, the quorum is three (being three-fifths of four, rounded up), which is also the number needed for action by written consent.


Motion A: to clarify the board election schedule

In §15.5, replace “the date set for the election” with “the close of voting”, and insert the following as the second sentence of §15.5: “Voting shall remain open for at least 14 days”.

Motion B: to define a special resolution

  1. Insert a new Article 20A:

    Article 20A: Special Resolutions

    Certain major changes to FHISO’s governance, as specified in these Bylaws, are made by means of a Special Resolution in the following manner. A Special Resolution may be proposed by a majority vote of the Board, or by a petition of twenty percent of the Voting Members submitted in writing to the Secretary.

    20A.1 Governance Review Committee

    Within 14 days of receiving the proposal, the Secretary may convene a Governance Review Committee consisting of the Directors and chaired by the Secretary. In the case of Special Resolutions proposed by petition of the Voting Members, the petitioners may appoint up to three of their number to represent them on the Governance Review Committee.

    The Governance Review Committee shall meet as required to review the proposed Special Resolution, may obtain advice on the proposed Special Resolution, and shall within 30 days of being convened produce a written statement of its finding on the proposed Special Resolution, after which it shall disband. This statement may include a recommendation on whether it be accepted.

    20A.2 Special Resolution Ballot

    The Secretary shall produce a ballot containing the text of the Special Resolution, together with any explanatory material provided by the proposers. If no Governance Review Committee was convened, the ballot shall be circulated to all Voting Members within 14 days of receiving the proposal; otherwise it shall circulated alongside the Governance Review Committee’s statement within seven days of the Governance Review Committee dispanding.

    Voting on the Special Resolution shall be by electronic ballot which shall remain open for at least 14 days. The Special Resolution shall pass if at least two-thirds of the votes cast are in favour of the Special Resolution.

  2. Replace the contents of §21.1 with:

    FHISO may only be dissolved by a Special Resolution which shall include a Plan of Dissolution. If the Special Resolution passes, the Board shall carry out the Plan of Dissolution and dissolve FHISO.

  3. In §21.2, capitalise “Plan of Dissolution”.
  4. Replace the contents of §22.1 with:

    Except as allowed elsewhere in these Bylaws, the Bylaws may only be amended by a Special Resolution. The amendment shall be effective as of the date the Special Resolution is passed, or at such later date as provided in the Special Resolution itself.

  5. Replace the contents of §22.3 with:

    The Articles of Incorporation may only be amended by a Special Resolution. The amendment shall be effective as of the earliest date so permitted by the laws of the State of Arizona.

  6. In Article 24, paragraph 4, replace “without the consent of an Annual General Meeting or other business meeting” with “by majority vote of the Board without requiring a Special Resolution”.