Proposed By-Law Amendments
Resolution text
Resolved by the Executive Council, meeting virtually on October 9-12, 2020, That the following three amendments to the By-Laws of Executive Council be adopted:
Proposed Bylaw Changes Regarding Meetings, Remote
Participation, and Timing of Resolutions
Amendment One: Specify Preference for Physical In-Person Regular Meetings
The proposed new language for insertion in the By-Laws is underlined:
Article VI, Meetings
Sec. 1 Meetings
The Council shall meet as prescribed in the Constitution and Canons of The Episcopal Church. All meetings of the Council shall also constitute meetings of the Board of Directors of the Society, unless otherwise provided by action of the Council.
Unless otherwise agreed jointly by the Chair and Vice-Chair for good cause or unless otherwise specified by prior action of Council, regular meetings of Council shall be physical, in-person meetings and any additional meetings shall be conducted electronically, in the form provided by these by-laws.
Amendment Two: Remote Participation in Physical Meetings: Circumstances & Procedures for Use
The proposed new language for insertion in the By-Laws is underlined:
Article VI, Section 3(c):
Remote voting at physical meetings is not permitted unless the participant seeking to vote remotely is deemed to be present, as described in Section 7 of this Article VI.”
Article VI, Section 7:
Proposed new subsection (d):
(d) Whenever a physical meeting of the Council has been scheduled, any member may attend that meeting by telephonic or other electronic means, subject to the following conditions:
(1) The member must show good cause for not attending the meeting in person (for example, quarantine, visa problems, natural disasters); and
(2) The member must provide notice of their intention to participate remotely, said notice to be given to the Secretary not less than two weeks prior to the scheduled meeting date. If exigent circumstances would not allow for the two weeks’ notice, acceptance of the notice may be granted at the discretion of the Presiding Officers.
Amendment Three: Required Advance Meetings of Joint Standing Committees, Advance Filing and Translation of Committee Resolutions and Proposed Amendments
The proposed new language for insertion in the By-Laws is underlined.
The last paragraph of Article VI, Section 5(b) currently reads as follows:
“All resolutions and proposed actions, except those originating from a Joint Standing Committee of the Council, shall be submitted to the Secretary of the Council no later than 30 days prior to the meeting date.”
Insert the following new language as a new subsection (c) and change current subsection (c) to subsection (d).
(c)(1)The Joint Standing Committees of the Council shall meet in person or electronically (pursuant to the procedures set forth elsewhere herein) not less than twenty-one (21) days before each regular meeting of Council to identify those matters (other than proposed budget amendments to be presented by the Joint Standing Committee on Finance) which it proposes to bring before the Council. Except for exigent matters and budget adjustments, all resolutions and proposed actions coming from such committee meetings shall be filed with the Secretary of the Council no later than fifteen (15) days prior to the meeting date. Those resolutions shall then be translated, and forwarded by the Secretary to all members of the Council not later than five (5) days before the scheduled meeting.
(2) For any resolution translated and posted at least five (5) days before an Executive Council meeting, any proposed amendment to that resolution shall be filed with the Secretary of the Council not later than close of business on the first day of the Council meeting, to be translated and immediately submitted to the members of Council.
(3) The time limits in (c)(1) and (2) above may be waived on a resolution-by- resolution basis by a two-thirds vote of Executive Council.
Explanation
The Committee on Governance and Operations proposes the following three By-Law amendments to facilitate the work of Executive Council, by:
- setting the expectation that regular meetings will be conducted where we gather physically together, and meeting outside the regular schedule will be held electronically;
- defining the limited circumstances for remote participation in physical meetings; and by
- providing for joint standing committees to do their work in advance of Executive Council meetings in order to facilitate translation and the more careful and orderly deliberation and refinement of Council’s actions by resolution and amendment.