2018 PATH Intl. Bylaws Vote & Annual Meeting Announcement

Annual Meeting & Bylaws Announcement

This member announcement serves three purposes.

1) This notification informs the PATH Intl. membership of the PATH Intl. Annual Meeting that will take place October 27, 2018 in Orlando, FL at 7:30 a.m.

2) This announcement is to inform members of the proposed bylaws amendments by the PATH Intl. Board of Trustees. These bylaws may be amended by two-thirds majority vote of the voting members provided that full text of the proposed amendments shall have been delivered to each voting member in the notice of the vote.

3) This is the formal notification of the electronic bylaws vote that will give all members the opportunity to cast a vote. The vote will be open from Friday, October 19 to Friday, November 2, 2018. A reminder notice will be emailed when the vote opens.

Bylaws highlights and explanations

Please see highlights of the more substantive proposed amendments and explanations below. Many of the changes are simple wording changes for the sake of clarification. Please click here to see the full PATH Intl. Bylaws with the proposed amendments included for context. If you have questions or comments regarding these amendments, please contact PATH Intl. CEO Kathy Alm.

Article III, Section 1

Explanation: This sentence is a proposed addition as a result of the work done by the grievance review panel. It allows for the revocation of membership

Section 1. Eligibility – Any person, organization or business interested in the purpose of PATH International and desiring to support its programs may become a member by payment of dues as determined by the board of trustees. Membership is a privilege that may be revoked or withheld by the board of trustees pursuant to written policies and procedures of the Grievance Review Panel.

Article VI, Section 2

Explanation: Language added regarding challenges to a ballot vote

Section 2. Election of Trustees – Trustees shall be elected by the voting members and will assume office at the close of the annual meeting except as otherwise provided for herein. Nominations for trustees shall be made by majority vote of the board of trustees, from the slate prepared by the governance committee. ~~The nominated trustees shall be voted upon by the voting members.~~ Voting for all ~~other~~ trustees by ~~the membership~~ eligible members shall be by United States mail or by electronic means, including, without limitations, electronic mail, telephone or facsimile addressed to each member at such address, including electronic address or telephone number as it appears on the ~~rolls~~ records of the Association. The ballots containing the names of all nominees shall be available to all voting members no later than August 30. Ballots must be returned by mail, facsimile or other electronic means to PATH International headquarters no later than September 30. Only one (1) ballot per voting member shall be counted by the chief executive officer and two (2) members of the Association’s staff on or before October 5. If the chief executive officer is unavailable during the time that ballots are to be counted, the chief executive officer may delegate this responsibility to a staff director. The results of the ballot count shall be certified to the existing and elected trustees within ten (10) days of the count and to the voting members at the next annual meeting.

Challenges to a ballot vote can only be made in writing by a voting member and delivered to the PATH International office no later than seven (7) calendar days after the announcement of the results to membership. The vote as certified by the secretary of the board of trustees and announced by the president is final. Ballots will be deleted eight (8) days following the announcement of results unless the results are challenged.

Article VIII, Section 1

Explanation: Establishment of Committees. Recognizing that the PATH Intl. board is a governing board, changed the language to have the CEO submit a slate of operational committee chairs for full board approval (rather than have the board president approve the operational committee chairs) and have committee members chosen by the committee chair in consultation with staff without needing full board approval.

Section 1. Establishment of Committees – The board of trustees may establish or dissolve committees, special committees, task forces or other groups as it deems necessary. With the exception of the executive committee, the governance committee and the finance committee, the CEO shall at least annually submit a proposed slate of committee chairs for board approval. ~~The president shall appoint the chair of each entity as needed; committee chairs shall be appointed annually.~~ With the exception of the executive committee, the governance committee and the finance committee, ~~The~~ the committee chair, in consultation with staff, shall then appoint the committee members ~~subject to the approval of the board of trustees.~~ All such chairs and members shall be current voting members of PATH International. No such chair or committee member shall serve more than ~~four~~ six consecutive years; however, the governance committee, the finance committee and the executive committee shall not be subject to the term limitation set forth in this section.

Article X, Section 3 and Article XIV, Section 2

Explanation: At the request of members, t he bylaws committee, Patti Coyle, Michael Kaufmann, Brandan Montminy and Kathy Alm determined proposed quorum numbers for meetings of voting members and bylaws amendments by researching numbers of past voters in each type of vote as well as typical quorum numbers at other associations. Quorum numbers are set higher than 30 to acknowledge the size of the organization, but not so high that it becomes difficult to gather a quorum for an election.

Article X, Section 3

Quorum was changed from 30 to 100.

Section 3. Quorum – At any meeting of the voting members a quorum for the transaction of business shall consist of no fewer than one hundred (100) ~~thirty (30)~~ voting members appearing in person.

Article XIV Amendments, Section 2

Quorum; changed quorum from 30 to 150

Section 2. Quorum – A quorum for the bylaws amendment vote by ballot shall consist of no fewer than 30 one-hundred-fifty (150) votes submitted by eligible voters.