Association Bylaws Amendments (Effective 1/27/2021)

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Association Bylaws Amendments (Effective 1/27/2021)

Pursuant to PROA Bylaw Article 14 that provides, “These Bylaws may be amended by the Board of Directors…”, the PROA Board of Directors unanimously approved the following amendments to the Association Bylaws effective January 27, 2021.

ARTICLE 6. MEETINGS OF THE BOARD OF DIRECTORS
Section 6.1. Regular Meetings.

EXISTING LANGUAGE BELOW IS STRICKEN:
Regular meetings of the Board of Directors shall be held not less often than quarterly, without notice, at such place and hour as may be fixed from time to time by the Board. Should said meeting fall upon a legal holiday, then that meeting shall be held at the same time on the next day which is not a legal holiday.

AND REPLACED WITH WORDING TO READ:
Regular meetings of the Board of Directors shall not be required but can be scheduled as determined necessary by the Board President or by agreement of at least three Board Directors. Schedule meetings can be held without notice, at such place and hour as may be fixed from time to time by the Board. A meeting shall not be scheduled upon a legal holiday.

 

Section 6.4. Action Taken Without a Meeting.

EXISTING LANGUAGE BELOW IS STRICKEN:
The directors shall have the right to take any action in the absence of a meeting which they could take at a meeting if each and every director in writing ("Written Vote(s)") does either of the following:
6.4.1. · Votes for such action; or
6.4.2. (i) Votes against such action or abstains from voting; and (ii) Waives the right to demand that a meeting be held.
Action under this Section is valid only if the affirmative vote for such action equals or exceeds the minimum number of votes that would be necessary to take such action at a meeting at which all of the directors then in office were present and voted. For any action taken under this Section to be effective the Association must receive the Written Votes described in subsections 6.4.1 and 6.4.2 signed and not revoked. Written Votes may be received by the Association by facsimile. A director may revoke such director's Written Vote by a writing signed and dated describing the action and stating that the director's prior vote is revoked ("Revocation") if such Revocation is received by the Association before the last Written Vote necessary to effect the action is received by the association. The Association shall keep the Written Votes and any Revocations with the minutes of the meetings of the Board of Directors.

AND REPLACED WITH WORDING TO READ:
Section 6.4. Action Taken Without a Meeting.
The directors can take any action in the absence of a meeting which they could take at a meeting when every director consents to do so in writing or by email and waives the right to demand that a meeting be held.
Action under this Section is valid only if the affirmative vote for such action equals or exceeds the minimum number of votes that would be necessary to take such action at a meeting. Director votes shall be cast in writing or by email and shall be deposited with and maintained the Board Secretary.

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