Author: Sargent, Geoff

Proposal to Amend the By-Laws to Form an Executive Committee

Over the past year, the CBA Board of Directors has discussed several ways to modify our policies and by-laws to allow us to address urgent issues that arise between board meetings and to take advantage of new technologies that could help the CBA function better. The realization that we needed a mechanism to address urgent issues between Board meetings was made painfully apparent in 2012 when we discovered that the CBA nonprofit status had lapsed. To expedite the reapplication for our nonprofit status, an ad hoc group of your CBA Board members (the authors included) came together, with Board knowledge, to immediately file the necessary documentation and applications. This complicated, time-consuming effort was lead by Rick Cornish and Montie Elston, with the help and advice of several other CBA members, and the paperwork to recertify our 501c3 status was quickly filed. If we had waited several weeks for the next Board meeting in order to take action, there could have been costly consequences that would have included potential tax burdens, the loss of tax-free donations, and because of that we felt that it was crucial to correct the problem immediately.

The ad hoc committee that we formed worked very well and the committee was able to respond quickly to identify legal questions and deal with issues related to the nonprofit application. We periodically reported the status of our progress to the Board and held an in depth report at the next Board meeting. Because the ad hoc committee functioned so well to resolve the nonprofit lapse, the Board of Directors asked Carl Pagter and Rick Cornish to research formation of a standing Executive Committee and draft an amendment to the CBA By-Laws that would allow its creation.

The proposed amendment to the by-laws (below) would allow the CBA to formally create a standing Executive Committee to deal with major problems, as they arise. As our membership grows and the CBA Board has to deal with multiple issues simultaneously, related to our festivals, music camps, fund raising, etc it is becoming difficult for the Board of Directors to quickly deal with the day-to-day management of our organization. The proposed Executive Committee would not replace the Board, or its authority, but rather would act as a supporting committee to the Board that could initiate actions when necessary and act in the Board’s stead, with approval, for issues that require immediate attention.

In order to amend the by-laws to allow formation of an Executive Committee, in accordance with Article VI of our by-laws (below), we are including the proposed Amendment to Create an Executive Committee on the fall ballot for ratification by a vote of the CBA membership.

We recommend a yes vote to ratify the Amendment to Create an Executive Committee.

Proposal to Amend the By-Laws to Form an Executive Committee

The CBA Board of Directors propose to the CBA membership to: (1) Amend CBA Bylaws, Section 6 of Article III, to add a new Subsection f: to create one or more Committees, including specifically an Executive Committee, in accordance with and subject to the provisions and limitations of Section 5212 of the California Nonprofit Corporation Law.

(2) Adopt a resolution of the Board by at least a majority vote of approval reading as follows: (1) The Board of Directors hereby creates an Executive Committee comprised of three or more Board members, one of whom will be the then current Chairman of the Board and two or more of whom will be designated by majority vote of the Board at the first meeting of the Board after the annual meeting of members. (2) The Board shall have the power at any time to change the membership of the Executive Committee, consistent with the provisions hereof, to fill vacancies in it or to dissolve it. (3) A majority of the members of the Executive Committee shall constitute a quorum for the conduct of its business. This Board may approve one or more directors as alternate members of the Executive Committee, who may replace any absent member at any meeting of the Executive Committee. (4) Between meetings of the Board the Executive Committee shall have the power and authority to exercise all of the rights, powers and authority of the Board in the management of the business and affairs of the Association, which actions will be final and binding upon, and constitute the act and decision of, the Board and the Association. (5) The Executive Committee shall promptly report its actions and decisions to the Board at the first Board meeting following the adoption of such actions and decisions. (6) The Executive Committee shall not (a) have any right, power, or authority to amend, modify, or revoke, or make any decision or take any action inconsistent with, or contrary to, the Articles or bylaws of the Association, or the annual budget of the Association or any actions or decisions of the Board, or (b) dispose of or encumber the property or other assets of the Association other than in the usual and regular course of the Association's business.

ARTICLE VI of the CBA By-Laws, Amendment to By-Laws, Section 2; Amendment by Directors,……..“Any amendment to these by-laws adopted by the Board of Directors shall be binding on the members unless and until rejected by the members at an annual meeting of the Association or a special meeting of the members called for that purpose. It shall be the duty of the Board to present to the members for ratification or rejection at each annual meeting of the Association, or at any special meeting held in lieu of an annual meeting, amendments to the by-laws that may have been made by the Board during the year immediately preceding the meeting.”

Posted:  8/18/2013

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