FRIENDS OF EDGEWOOD NATURAL PRESERVE
|
FRIENDS OF EDGEWOOD NATURAL PRESERVE
|
|
|
By Bill Korbholz Purpose The purpose of this Transition Plan is to provide an orderly mechanism for the Friends of Edgewood organization to enact its new corporate bylaws. Background On July 17, 1997, those attending a special membership meeting voted unanimously to approve our draft corporate bylaws for submission to State and Federal agencies as part of FOE’s incorporation papers, with the understanding that formal membership approval of the final bylaws would be sought at a later date. The Federal Government and the State of California granted FOE tax-exempt status as a California nonprofit public benefit corporation on October 1, 1997, accepting the bylaws submitted without change. At that time, the Executive Board decided to operate through 1998 under the existing interim bylaws, which have been in place since our inception, but to take the necessary steps to allow us to operate under the new corporate bylaws starting January 1, 1999. The new bylaws call for the election of 6 directors for 2-year terms, but staggered so that every year 3 directors are elected. At the first meeting of each new year, those 6 directors elect from their own ranks the 4 corporate officers (president, vice president, treasurer, and secretary) to serve 1-year terms. The directors also appoint a Director Emeritus (a past officer chosen based on a succession formula described in the bylaws), and establish the Executive Committee, which conducts the day-to-day business of the corporation for that year. In order to "get the ball rolling" in 1999, a special election will be held at the annual general membership meeting in October, 1998 to elect 3 directors for 1-year terms and 3 for 2-year terms, all 6 terms to start 1/1/99. Conducting such a special election requires amending the interim bylaws. Once the directors have been elected, the new corporate bylaws need to be accepted by the general membership. Per the interim bylaws, both the amendment of the interim bylaws and the acceptance of the new corporate bylaws (essentially a wholesale amendment) require approval of two-thirds of the members present. Steps Required at 1998 Annual Meeting To summarize, we need to take the following steps at the annual meeting:
|
|