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2/12/2017 » 2/15/2017
2017 ESA Leadership Summit

Bylaws Amendments
Untitled Document

The following Bylaws amendments were presented by a member in good standing in accordance with Article 11.1.2.  The proposed amended language is accompanied with an analysis.  The amended language is underlined

Amendment #1: Add language to Article 4.7.3.4 - Section 4.7.3.4 is revised to provide that an individual cannot act as the voting representative (primary or secondary) for more than one Member at a time.  (This is designed to prevent an individual from acting as a voting representative for more than one company at the same time.)

Subsection 4.7.3 Quorum and Voting
4.7.3.1 Members in Good Standing who are entitled to vote and who are present at any properly called meeting of the Members shall constitute a quorum for purposes of such meeting.
4.7.3.2 Except as may otherwise be provided in these bylaws, all action taken shall be by majority vote of those present and voting.
4.7.3.3 Each Regular Member, National Company Member, Associate Member and Lifetime Member (collectively, the "Voting Members") shall be entitled to one (1) vote.
4.7.3.4 In order to vote on behalf of a Voting Member, an individual must be listed as the primary voting representative or the secondary voting representative of that Member. Any change in either of the individuals acting in such capacities must be made at least fifteen (15) days prior to the meeting.  An individual cannot act as the voting representative (whether primary or secondary) for more than one Member at any given time.


Amendment #2: Add Section 5.3.1.2 – Section 5.3.1.2 is added to provide that no two officers can be employed by the same Member, unless one has changed jobs during his or her term in office, in which case he or she would be allowed to finish their current term.  (This is designed to address concerns about multiple officers working for the same company.)

Subsection 5.3.1 Officers
5.3.1.1 The Officers shall be selected in accordance with the procedures for the nomination and election of Officers as set forth elsewhere in these bylaws.
5.3.1.2 No two (2) Officers may be employed by the same Member at any one time, except in the case where an Officer changes employment from one Member to another during his or her term, in which case that Officer shall be allowed to complete his or her term.


Amendment #3:
Add Section 6.3.2.5 – Section 6.3.2.5 is added to provide that an officer nominee who has changed jobs prior to the election (or who, prior to the election, has accepted an offer to do so after the election) must either notify the election committee of his or her new job situation or withdraw his or her name from consideration.  (This is designed to make sure that the membership is aware of the current employment status of everyone running for office.)

Subsection 6.3.2 Other Nominations
6.3.2.1 Nominations for any open office may be made in writing by a Regular Member or National Company Member who is a Member in Good Standing, provided that: (a) there is a second to the nomination from another Regular Member or National Company Member who is also a Member in Good Standing; and (b) ten (10) additional Regular Members or National Company Members who are also Members in Good Standing confirm in writing their support for the nomination.
6.3.2.2 Prior to submitting any such nomination, the potential nominee must have consented to the nomination.
6.3.2.3 Nominations must be submitted to the Elections Committee in accordance with election procedures approved by the Board of Directors.
6.3.2.4 Any potential nominee nominated pursuant to this subsection must meet all of the qualifications of the office for which he or she is being nominated.
6.3.2.5 Any nominee who, prior to his or her election, changes employment from one Member to another or accepts an offer of employment from a different Member must, in either such event, notify the Election Committee prior to such election of his or her change in job status or, alternatively, withdraw his or her name from consideration as a nominee.