1.) How were the ByLaws formulated?
The Constitution and ByLaws (or ByLaws) were initially developed using the AKC template and by looking at many other parent clubs' Constitution and ByLaws. When done, AKC approved the ByLaws MASCUSA presented to them. Then, they were reviewed and revised by the Governing Documents Committee comprised of member volunteers at the end of last summer. Once that was finalized by the committee, the Board took this document and carefully considered each change. Because various legal additions of NY law were attempted by the committee members, it became obvious that we needed to hire an attorney to ensure compliance with NY Not-For-Profit law and the Revitalization Act.
We sought out and hired a NY licensed lawyer whose expertise is Not-For-Profit Corporation law who reviewed and rewrote the ByLaws in entirety. This was sent to AKC Club Relations who told us we needed to change a few areas. For instance, AKC told us how we had to change our membership categories. They also questioned the need for proxies asking for a full explanation of how the proxy voting would work and proof of its legality for a club incorporated in NY. So changes were made, explanations were gained and provided, and both were sent back to AKC Club Relations for final approval. Final approval was received the first week of February and proxy/ballots were prepared and mailed within days.
2.) Will our vote be anonymous as in the past? What are the voting and counting processes and the protections in place to ensure a proper vote?
The process is very similar to the paper ballot process especially in all the important areas. Ballots are mailed to every person, anonymity will be protected, and votes will be counted and certified by a non-member, independent notary. Here is an explanation of the full process.
Our proxy/ballot was prepared by our attorney. The proxy/ballot is prepared with several specific parts that specify the vote. They are:
1. each members' name and membership number
2. the vote options, in this case "for" or "against"
3. the subject of the vote, in this case, the ByLaws
4. meeting and date to which the proxy is applicable
5. what officers will be present to enter the votes as cast
6. line for your required signature (required by NY Law)
Our lawyer explained this process and directed that the proxy/ballot process should be executed as follows. Once you have voted and signed the paper, you will return your proxy/ballot by mail or by scanning and sending it by email. NY Law allows members to send their proxy by email without needing 100% approval because the vote is being entered at a meeting. 100% approval for electronic voting refers only to membership voting without a meeting.
If your proxy/ballot is mailed, it goes directly to the notary who opens the envelope, validates the member's name and number against the membership list, checks that there is a signature, and records the vote. If your proxy/ballot is emailed, it will be printed out and then, the notary will follow the same process as a mailed ballot. All proxy/ballots will be placed in an envelope, sealed, and certified by stamp by the Each person's proxy vote counts toward the quorum at the meeting in regard to the vote only. These are directed proxies. The proxy cannot be used for any other purpose. The officers designated as proxies may not change any vote provided on a proxy/ballot.
Prior to the meeting on March 13, 2015, the notary will turn over two sealed, notarized envelopes -- one with the individual proxy/ballot votes and one with a list of each person who voted and how they voted. The sealed list will be present at the meeting, but will be opened only if a person who voted by proxy/ballot comes to the meeting and revokes their proxy. Further, only that person's vote will be referenced. Their proxy/ballot will be stricken from the list and vote count so that member can then be free to vote in person. Once any proxies are revoked, the list will again be sealed. The sealed list will be sent to the club secretary for archival record after the meeting. Proxy/ballots are revocable only up to the time the vote is taken at the meeting and only if requested in person at the meeting. The envelope with individual proxy/ballots will remain sealed with the club secretary for archival record. Only legal challenge can force this envelope to be opened.
Also, prior to the same meeting, the independent counter will turn over a notarized report that contains the following: 1.) notarized list of who voted, 2.) a count of how many valid votes were counted, 3.) a count of how many proxy/ballots could not be validated due to issues such as a missing signature, etc., and 4.) a tally of the number of validated votes for and against the ByLaws. This report will not connect any individual's name to their vote, thereby, protecting anonymity of the voter. At the meeting, those present and the two Officers will vote in person, and the proxies will be entered as tallied. Again, each vote cast whether by proxy/ballot or in person counts toward the meeting's required quorum.
3.) What is that last Article in the ByLaws about Indemnification? Is it necessary?
One person questioned the Article in the ByLaws regarding Indemnification. That person thought that this clause is not necessary if the Club has Board Insurance. The Club does have Board Insurance, but since the Indemnification clause acts like an umbrella policy, protecting the officers and directors in any situation not covered by the board insurance. As stated in the clause, the indemnification only applies to actions on the part of officers and directors that were approved by the board.
4.) There are two new board positions listed in the ByLaws. When will these be filled?
Once the ByLaws pass, these will be filled in a timely fashion. We have not worked out those logistics as yet since the ByLaws have yet to pass. However, a nominating committee will be formed and an election held in proper manner according to the new ByLaws....again, once they are passed.
