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Bylaws 2018-01-11 & 2018-02-15 Minutes


January 11, 2018 and February 15, 2018

Attendance:  Gerry McMahon, John Trause, Kurt Hadeler, Judah Hamer, Kathleen McGrail, Len LoPinto , Riti Grover, Eric Lozaukas

Place:  Franklin Lakes Public Library and Mahwah Public Library


1.  The meeting was called to order by Chair McMahon at 2:05 p.m.

2.  Minutes: 

     The committee agreed that the minutes from January 11, 2018 and today's meeting would be in effect the "By-Laws Recommended Changes" document that was submitted to the BCCLS Executive Board on January 24, 2018 and will be resubmitted to the Executive Board with the attorney's responses noted on February 28, 2018.

3.  Old Business:

     Chair McMahon reviewed the attorney's comments on the proposed changed to:

  1. Article I, Section 4, 4.1
  2. Article II, Sections 1, 2
  3. Article IV
  4. Article VII
  5. Article VIII, Section 1

Mr. Hadeler spoke to the process for attorney review.  He summarized the iterative process for ensuring that questions raised at the January 24, 2018 Executive Board meeting were addressed.  There was a brief discussion about the need to leave the decision to hire and separate the Executive Director to the Executive Board without providing for an override option from the membership as cited in the attorney's response.  Since the Executive Board reviewed and approved changes pending attorney review, the document has been amended to include attorney comments and will be presented to the Executive Board and proceed to System Council. Inclusion of attorney comments provides an opportunity for all Directors to  review proposed changes with appropriate legal insight.

4.  New Business:

  1. Review of wording - Proxy Voting (Article I, Section 4.1, ii) -  the Committee confirmed that the objection raised at the January 24, 2018 Executive Board meetings not grounded.  Attorney review indicates that proxy voting in permitted (NJSA 15A:5-18).
  2. Discussion of Robert's Rules application regarding Executive Board meetings - The committee reviewed RR regarding how members may attend and observe the meeting.  The Board may allow the members to speak and participate in the meeting outside of the public (or membership) portion, but the Board is not obligated to permit participation outside of these portions.  It was also noted that an individual may speak once and not again until everyone else who wishes to be heard has had an opportunity to speak.
  3. Other New Business:  the committee discussed placement of "The vote of each Director..." in Article I, Section 4 and its relocation to another portion within Article II, Section 1.  This is the sole modification of the revisions proposed to the Executive Board at the January 24, 2018 meeting and is in compliance with a recommendation from the attorney.

5.  Date/place for next meeting:  TBD

6.  Adjournment:  The meeting was adjourned at 3:00 p.m.


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