This proposition is intended to: (a) remove any question about whether Annex 2 to the Bylaws under which NAB has been generally been operating for some time was to any extent invalid for lack of a formal vote of the Members which is needed to enact something inconsistent with the Bylaws; Annex 2 was recently amended to conform to current practice regarding NAB’s YMG and improve the procedure for email votes by the Board, (b) to enact certain amendments to the Bylaws to correct or clarify matters that are believed to be clear from the paragraphs below, and (c) to direct a further review process of the Bylaws in order that other amendments, if needed or desired, can be made in due course. In accordance with the Bylaws and Governing Delaware Law, the following proposed amendments to the Bylaws are up for vote at the AGM. If a vote to approve the entire proposition (which will be taken first) is not passed, then each separate paragraph will be voted upon separately with those passing becoming effective. Here is what is being voted upon:
- To any extent that anything in Annex 2 to the Bylaws required a vote of the membership to be valid, any such provisions are ratified effective nunc pro tunc and also Annex 2 is adopted as amendments to the By-laws. Nothing herein shall affect or limit the authority of the Board in the future to amend the By-laws consistent with its authority thereunder.
- Annex 2, paragraph 1 shall be amended to read as follows:““Branch Area” as defined herein and in the Bylaws is amended to be “Mexico and the United States of America except for the States of Connecticut, New Jersey, and New York.” Hereafter, action by the CIArb Board of Trustees that adds or removes territory from the North America Branch shall amend the Bylaw’s definition of Branch Territory immediately upon taking effect.””
- To bring historical practice in conformity with the Bylaws, a new paragraph 13 shall be added into Annex 2 as follows:“The Bylaws are hereby amended and all provisions in the Bylaws that are inconsistent with this provision are replaced: “Notwithstanding anything elsewhere in the Bylaws to the contrary, Chapter Chairs will be appointed by the NAB Board for 3-year terms (or lesser terms should the Board so decide) and serve at the pleasure of the NAB Board. Terms shall begin on Jan. 1 and run through December 31 of the year through which the appointed term runs. Persons serving as Chapter Chairs shall be eligible to be reappointed for one or more additional terms. The term “duly elected” in Paragraphs 28, 51B, 51C, and 51D is deleted.””
- To clarify and conform with the intent and prior practice and understanding that the Board Chair and Officers are elected from members of the Board: Article 34(1) and 34(2) of the Bylaws are amended to change “Members” to “members”.
- To avoid any possible confusion about who is entitled to vote in NAB elections which, properly interpreted, should not allow such persons to vote at the present time and: A new last paragraph is added to Annex 2 to the Bylaws stating: “In addition to any requirements stated elsewhere in the Bylaws, no one who is not entitled by to vote at general meetings of the Institute shall be entitled to vote in any election within this Branch.”
- The Board of Directors shall establish a committee to study and propose any appropriate changes to the Bylaws by next year at the AGM and shall do so after all appropriate consultations with the Special Member and such processes and approvals as may be necessary prior to submission of any proposed amendments for vote by the membership at the AGM. Nothing herein shall reduce or alter the authority of the Board to adopt such amendments to the By-laws as are within its authority to enact without a vote of Members.