Bylaws
In 1957, MAFCA created its bylaws and for 53 years these have met our needs and basically continue to do so today. The reason the bylaws have been so successful is due to the insight and preparation done by those members so long ago. To a corporation, bylaws are its constitution. They define who the corporation is, what its purpose is, and how it is to be run. Only state law carries more authority and supersedes the bylaws should conflicts arise. It seems every few years the state legislators must reinvent the wheel, amending and adding to laws as they see fit. As one might imagine, any corporation’s bylaws, after fifty-plus years, will contain some areas that no longer meet the standards established in law and MAFCA is no exception.
Over a year ago a committee was established to review our bylaws in relationship to the California Corporations Code. Our goal was (1) to maintain the integrity, the spirit and as much of the wording as possible of the existing document and (2) to note any inconsistencies with the law. The committee found that our bylaws are a truly outstanding document needing only one amendment to comply with the law. This change is regarding the Annual Members Meeting. Additionally, we recommended changes that provide flexibility to the election process, which provide MAFCA with additional needed time to process the election information and may possibly reduce some future operational costs
This committee, after its review, requested some former Board of Directors to review and provide their insight and suggestions. A number of MAFCA members also expressed their thoughts, all of which were reviewed and seriously considered with some being adopted. The committee then submitted recommended changes and corrections back to the current Board of Directors. Once the Board reviewed and approved these recommendations, a draft was submitted to an attorney who specializes in California nonprofit corporations. He was instructed to review the document and ensure its compliance with state law and to update and correct any grammar or syntax and highlight potential problem while maintaining as much original text and spirit as possible. After he completed his review, the document was submitted to the leadership of AFORD for their input. AFORD is a Special Interest Group made up of former MAFCA directors from around the country. A final draft was then resubmitted to the Board of Directors. In January, the Directors approved this draft for final submission to the membership for review and a vote.
In the end, there are three types of recommended revisions: one in order to comply with the current California Corporations Code; another that makes small changes to our election process; and those suggested by the attorney, which are primarily clarifications, more consistent wording, and grammatical corrections.
The proposed change for compliance with state law deals with the Annual Membership Meeting (Article IV). California Law mandates that one-third of the VOTING MEMBERSHIP attend members’ meetings. This means that about 9,000 MAFCA members must attend Annual Membership Meetings in order to comply with this law. All those who participated in the amendment process agree this is impossible. Therefore, we are recommending that a National Awards Banquet replace the Annual Membership Meeting. All of the activities historically practiced at the annual meeting will remain as they have been. The proposed changes still provide for a membership meeting should the membership or Board of Directors feel it necessary. This simple change allows us to meet the demands placed by the state and still practice those things we have come to expect and enjoy for over a half-century.
The second proposed change has to do with our election process. Simply put, it extends the number of days for this process. Additional time will be given for the Nominations Committee to get things in order and there will be more flexibility for the distribution of election ballots and information sent to the membership. Currently, nominations close July 1. The recommendation is to change that date to June 18. While these 13 days may not seem like much, they provide additional time needed for printing and distribution of election information. Additional changes in this area (Article V, Section 3) are to clarify who the final authority is for counting ballots and dealing with ballot and voting discrepancies.
The third recommended changes are those suggested by the attorney. These break down into three categories: clarification, consistent wording, and grammar. An area of clarification can be found in Article V, Section 3. In some corporations, cumulative voting is permitted. Cumulative voting is a process in which a person casts all (or a portion) of his or her votes for one person. For example, if four candidates were running for the Board of Directors, a member could cast all four votes for one individual. MAFCA has never permitted this practice and the proposed changes clarify this practice is NOT permitted.
.To promote consistency throughout the document, it was suggested that uniform wording be used where appropriate. For example, the words club, corporation and association are changed to the word club. The attorney’s final recommendation addresses grammatical errors within the document.
The Board of Directors is committed to making the bylaws and these suggested revisions available to the membership. It is important to us that you know and understand these recommendations prior to voting. We have chosen an effective, cost-efficient method to accomplish this. The proposed bylaws are available by clicking on the link below. If any member desires a written copy, the MAFCA office will be happy to mail a copy at the member’s request. Should you have a question concerning these recommendations, you may send your questions to bylaws@mafca.com.
The final step will occur in the fall when our ballots are distributed. This ballot will provide members the opportunity to vote their will.
Links:
Bylaws - FAQs
Proposed Bylaws "Clean"
Proposed Bylaws Showing Changes ![[Image]](images/new2.gif)
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