The HCA Board of Directors voted to place three proposals to amend the Constitution and/or Bylaws on the ballot for the June election:
Proposal 1 would require elections to be conducted through mailed ballots.
- Proposal 2 clarifies the relationship between the Executive Committee and Board of Directors.
- Proposal 3 would eliminate the Executive Committee and require the full board to meet monthly.
Proposed Constitution and Bylaws Amendments
Approval of the amendments requires a positive vote by a two-thirds majority of those voting. None of the amendments were approved.
Amendment 1 (conduct HCA elections via U.S. mail) For: 104 Against: 89
Amendment 2 (clarify relationship of Executive Committee and Board of Directors) For: 100 Against: 93
Amendment 3 (eliminate Executive Committee, require full Board to meet monthly) For: 100 Against: 91
Here is a brief summary of the proposals
Proposal 1 – Conduct elections with ballots mailed to each voting member
Proposal 1 regarding HCA elections was developed to conduct our elections by mail as we have done the past two years due to Covid. When ballots were mailed to everyone, there was greater participation in the election. Voting members did not have to get around to requesting a ballot early enough to make sure it arrived back in Newark in time for the election.
That was the reason for this proposal – to encourage more voting members to vote and to make it easier for them.
As you know, we have held our elections during the Annual Meeting in June. And, when there have been proposed amendments to the Constitution and Bylaws, we have voted on those at the same time as board candidates.
Therefore, the Bylaws Committee and the HCA Board of Directors agreed it made sense to have the proposal for mailed ballots apply to proposed amendments as well as board candidates.
Our current Constitution (Article IX) states that the Constitution may be amended only after recommendation by the Board and a two-thirds vote of voting members. Proposal 1 does not change that. It simply provides clearer language about notification of proposed amendments and the voting process.
Our current Bylaws state (Article XI) that Bylaws may be amended after a recommendation of the board or any 12 voting members. Again, Proposal 1 does not change that. It provides clearer language about notification of proposed amendments and the voting process.
Proposals 2 and 3 – alternate proposals regarding Executive Committee and Board of Directors
To understand Proposals 2 and 3, it is helpful to understand some basics about the Board of Directors, which is HCA’s governing body. HCA members elect directors to serve as their representatives – giving them the authority to make decisions on behalf of the membership. The Board of Directors meets quarterly, and special meetings are held as needed. Each June, the four-year terms of three Board members end, and three more are elected to replace them. The new Board meets shortly after the election to choose its officers – president, vice-president, treasurer, and secretary. The current Constitution and Bylaws call for a 12-member board with a portion of that board serving as the Executive Committee. The four officers, along with the immediate past president, are known as the Executive Committee (EC). The EC is part of the Board, not a separate entity. It meets monthly. The EC makes recommendations to the Board, but it does not make substantive decisions on its own.
Some HCA members feel the Executive Committee had overstepped its authority; they identified instances in the past when this had happened. To prevent this from happening again, they proposed an amendment to eliminate the Executive Committee and require the full Board of Directors to meet monthly. Identified on the election ballot as Proposal 3, it strikes language related to the EC and substitutes the Board of Directors. It also requires the full Board to meet once a month instead of four times per year.
Believing that the Executive Committee plays a useful role, HCA’s Bylaws Committee developed an alternate proposal, Proposal 2 on the ballot. Proposal 2 clarifies the role of the Executive Committee and its relation to the Board of Directors. It retains the Executive Committee and clearly states that it is “subject to the control and direction of the Board of Directors” and “shall not have the authority to act independently.” This is in line with the Ohio Nonprofit Corporation Law.