Members, At the beginning of the year the Board determined that the current By-laws needed to be updated for a number of house-keeping items to reflect that the way in which we interact with each other has changed. The By-laws as currently exist require in-person meetings of members and publication of certain information in a “newsletter”. As a result, we drafted certain changes in the By-laws but agreed that since this was not a critical operational matter, we would defer a vote until the time of the next election.
However, in light of some recent events, the Board identified additional changes in the By-laws that it believes members would like to see. Currently a member of the Association can only be removed by holding a vote of members and achieving a two-third majority vote for such removal. This intentionally makes it difficult to remove a member from the club. The additional change proposed by the Board now enables the Board to remove a member who “brings the Association into disrepute.” Although not specifically defined, actions that bring CRCA into disrepute would be those which expose the Association and its member’s to negative publicity through their direct actions. They are those most serious actions that interfere with the image of the Association to such an extent that we wish to quickly distance ourselves from that Member to limit the impact. Doping is an obvious example, but other examples might include serious cases of violence against members of the public at a race event.
The Board expects such circumstances to be extremely rare but believe it is in the best interests of the Association and its members to be able to act immediately against Members in these cases to protect our interests by distancing ourselves from the Member. It enables the Association to take a timely, public stance against such actions at that time.
In order to protect Members, the Board’s decision may be over turned by a two third majority vote of the Members. This override ability is consistent with the ability of Members to overturn other policies established by the Board.
The Board believes this is the most significant proposed change to the By-laws to be considered by the Members. The change is outlined in Article II, Section 6.
Other proposed changes are highlighted below and all changed are reflected in the marked version of the By-laws available here.
- Replace “publication in the newsletter” throughout and replace with “communication to the Members” which is subsequently defined in Article VII, Section 2 to broadly encompass communication methods that the Board reasonably believes will reach the Members
- Clarify that only the immediate past-president is eligible to be an ex-offico member of the Board and shall not be entitled to a vote. (See Article III, Section 6)
- Tighten the independence of the process for the election of Officers by requiring members independent of the process to oversee the voting and to allow electronic polling. (See Article III, Section 7)
- A Quorum is currently established by 25 members. Given the growth in the membership, the Board believes that a more appropriate level is 25% of Members of the Association. (See Article IV, Section 2)
- The remaining changes are generally conforming changes reflecting the above or miscellaneous edits
Membership Vote Required
A vote of the membership is required to change the By-Laws and a two thirds majority of the votes cast must be in favor. The proposed By-laws are available to you on the CRCA.net website here, including a version that marks up the changes compared to the current By-Laws.
All members will receive an email with a link to the voting site to be used for this purpose which will also outline the period for voting. We urge all members to carefully consider these changes in the Association’s By-Laws and vote according to their views. We have not yet finalized the voting service to be used, but will advise members as soon as this is information is available.
The current Board has considered carefully the proposed changes prior to recommending this to the Members. If you have any questions or concerns about the changes, please feel free to contact email@example.com.