FHISO Board Action by Written Consent on 29 May 2019

On 29 May 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 update the meeting process to better suit electronic meetings; (B) to define the time scale for Special Membership Meetings; (C) to fix the duration of votes and elections; (D) to bring special resolutions into alignment with Arizona law; and (E) to ensure the Nominating Committee consists of more than one person.

Written consent was received for all five motions from Richard Smith, Andy Hatchett, Luther Tychonievich and Roger Moffat. All five 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 update the meeting process to better suit electronic meetings

  1. Delete the introductory paragraph of Article 16.
  2. Replace the first paragraph of §16.1 with the following:

    The Voting Members, when gathered electronically for the purpose of transacting business of the Corporation, shall constitute a Business Meeting of the Corporation. At least one such Business Meeting, which shall constitute the Annual General Meeting, will be called by the Board of Directors each fiscal year, at a time and date determined by the Board.

  3. Append the following paragraph to §16.1.2:

    A Business Meeting may be conducted without a quorum being present, but no binding vote may be taken

  4. Replace the contents of §16.1.3 with the following:

    All matters to be voted on by Voting Members at a Business Meeting shall be voted on electronically following opportunity for discussion at the Business Meeting. Voting shall begin within three days of the start of the Business Meeting, and the Secretary shall deliver a ballot to every Voting Member before the start of voting. If the proposer of the motion provided any accompanying material explaining the proposal, the Secretary shall circulate this alongside the ballot. The Secretary may also circulate additional explanatory material, opinions or statements
    with the ballot.

    Voting shall remain open for 14 days, after which the Secretary shall count the votes and notify all Voting Members of the outcome within three days of the end of voting. Unless the motion states otherwise, the motion shall come into effect when the Secretary announces it has passed. A vote conducted in this manner is deemed to have occurred at a
    Business Meeting.

    The vote shall be conducted in a manner that allows abstentions to be recorded, as well as votes in favour or against the motion. The motion shall pass if there are more votes in favour of the motion than against, and the total number of votes cast, including abstentions, is sufficient to constitute a quorum for a Business Meeting.

  5. Append the following three new sections to Article 16:

    16.3 Notice of Motions

    Advanced notice must be given to the Secretary of all matters that are to be put to a vote at a Business Meeting. This must be received within 14 days of written notice of the Business Meeting given under Section 16.1.1 of these Bylaws unless that notice allowed a longer period for motions. Details of all motions received shall be included in the
    Business Meeting Materials.

    16.4 Amendment of Motions

    The proposer of a motion to be voted on at a Business Meeting may amend the proposal as a result of discussion at the Business Meeting providing it does not substantially change the purpose of the proposal. Any such amendment must be notified to the Secretary within 24 hours of the start of the Business Meeting. The Chair’s ruling on whether an amendment substantially changes the purpose of the proposal is final.

    16.5 Delegation of Secretary’s Duties

    The duties of the Secretary described in this Article of the Bylaws may be delegated to another person by the Secretary or by two-thirds vote of the Board.

  6. Append the following new section to Article 17:

    17.5 Chairing Meetings

    The person chairing the meeting (the “Meeting Chair”) shall be responsible for:

    1. managing the use of time during the meeting;
    2. making a reasonable effort to ensure that any agenda is followed;
    3. providing all participants in the meeting have an equal opportunity to share their views to the degree the meeting schedule permits; and
    4. ensuring that all participants adhere to the Code of Conduct.

    In balancing these objectives, the Meeting Chair may encourage some participants to be more succinct in their remarks, impose time limits on comments, or limit the number of people called on to speak. In doing so, the Meeting Chair must ensure that no particular point of view is unfairly favoured or disadvantaged. If necessary, the Meeting Chair may have participants who violate the Code of Conduct removed from the meeting.

Motion B: to define the time scale for Special Membership Meetings

  1. In the first paragraph of §16.1.1, replace “any Business Meetings, including the Annual General Meeting,” with “the Annual General Meeting”.
  2. Append the following sentence to the first paragraph of §16.1.1:

    Written notice of all other Business Meetings shall be provided to Voting Members at least 30 days prior to the meeting.

  3. Replace the contents of §16.2 with the following:

    Business Meetings other than the Annual General Meeting are known as Special Membership Meetings and may be called by the Chair, by majority vote of the Board of Directors, or by a petition of twenty percent of the Voting Members submitted in writing to the Secretary.

    In the case of Special Membership Meetings proposed by petition of the Voting Members, the Secretary shall give written notice of the Special Membership Meeting to the Voting Members within 14 days of receiving the petition, with the Special Membership Meeting to be held on a date and at a time determined by the Board within 45 days of receiving the

Motion C: to fix the duration of votes and elections

  1. In the second sentence of §15.5, replace “at least 14 days” with “14 days”.
  2. In the second paragraph of §20A.2, replace “at least 14 days” with “14 days”.

Motion D: to bring special resolutions into alignment with Arizona law

Replace the last sentence of §20A.2 with the following:

The Special Resolution shall pass if either (a) at least two-thirds of the votes cast are in favour of the Special Resolution, and the total number of votes cast is sufficient to constitute a quorum for a Business Meeting per Section 16.1.2 of these Bylaws; or (b) if more than half of all Voting Members vote in favour of it.

Motion E: to ensure the Nominating Committee consists of more than one person

Replace the second sentence of Article 14 with the following:

The Nominating Committee consists of any Director who consents to serve on it, and who is either continuing on the Board without needing to be re-elected or has decided not to seek re-election. In addition, any Voting Members appointed under Section 13A.2 of these Bylaws shall serve on the Nominating Committee. If this would result in a Nominating Committee with fewer than two members, the Board shall appoint further consenting Voting Members to the Nominating Committee to bring its membership up to two.