Proposed Kona Coffee Farmers Association By-Law Changes to be voted on at the Annual Membership Meeting January 12, 2012.
The KCFA Board of Directors reviewed and approved these amendments on December 18th, 2012 and recommends a General Membership vote For Approval
Re: PROPOSED BY-LAWS AMENDMENTS
The existing By-Laws may be found here.
Article XI governs amendments: “These By-Laws may be adopted, approved, and amended from time to time by a two-thirds (2/3) vote cast by the members present at any General Meeting duly called for such purpose. Proposed amendments shall be reviewed by the Board of Directors prior to submission to the general membership. Board may make recommendations on the proposed changes. Members shall be notified in writing of all proposed amendments at least two weeks prior to the meeting at which they are voted upon.”
The Board suggests the following amendments, most of which are housekeeping in nature:
1—Art. III.2.2: Change the initial clause from “Supporting Members: Individuals and Organizations…” to “Supporting Members: Businesses and Organizations….”
Reason for suggested change: Individuals are covered by the “Associate Members” category and the change specifically adds a reference to the “Supporting Business Memberships” we have been offering.
2—Art. III.3: In the “ Lifetime Members” change “affiliate members” to “supporting members”. Reason: We do not have an affiliate members category.
3—Art. IV.3.2: Replace the last sentence of the current provision ("The Officers may be re-elected for a total of not more than four (4) consecutive years to the same office, or with exceptions approved by the Board of Directors") to “The Officers may be reelected for a total of not more than four (4) consecutive years to the same office. However, the Board of Directors may approve exceptions to this limitation.” Reason: clarification of less than clear language.
4—Art. VI.6.4: Change this provision to read: “Any such e-mail votes by the Executive Committee shall be ratified by the Board at the next regular Board meeting; any such email votes by the Board shall be reported at its next regular meeting.” Reason: There is no need for the Board to vote twice.
5—Art. VII.1: Change this section to read:
“Section 1: Membership Classes and Dues:
1.1 Annual dues for all classes of members shall be set by the Board of Directors before the next Annual Meeting of members. The member classifications are: Voting Members; Associate Members, Lifetime Members and Supporting Members.
1.2 Non-Refundable Dues: Dues payments are not refundable.”
Reason: The current language has the amount of dues written into the By-Laws. This amendment makes clear that the Board has authority to change dues amounts without going through the By-Laws amendment process.
NOTE: The current By-Laws set dues for supporting members at $250, but our recent practice has been to charge $30 for Supporting Business memberships. The Committee recommends that the Board set the Supporting Membership dues at $30--and keep the other dues amounts the same.
6—Art. VIII.2: In the second sentence add “and committee chairs” so that it reads: “Elected Officers and Committee Chairs shall have the authority to expend funds as budgeted.” Reason: This is consistent with the annual budget process.
7—Art. VIII.4: Change the current language [“Section 4: Check Authorizations the Officers and other personnel designated by the Board shall be authorized to sign checks for KCFA. Two signatures are required on checks for more than $1,000.00. No two signatories may be related by virtue of birth, cohabitation, domestic partnership, or marriage.”] to the following:
“Section 4: Check and Electronic Payment Authorizations: The Officers and other personnel designated by the Board shall be authorized to sign checks and make electronic payments for KCFA. Approval in writing or by email from at least one additional such designated person is required for checks or electronic payments for more than $1,000.00. No two such designees shall be related by virtue of birth, cohabitation, domestic partnership, or marriage.”
Reason: Paper checks increasingly are being replaced by electronic payments.
Thanks to the Ad Hoc By-Laws Review Committee for this work, particularly Bruce Corker and Louise Hanna.