Because the October Annual Board Meeting fell during this period, we did not run an article about all the changes to the CCTA Bylaws that the board approved primarily dealing with CCTA Chapters or as they are now referred to within a new section “Subdivisions”.
It’s important to note that we did send a Meeting Notice Card out to all members 3 weeks before the annual meeting like the one below, explaining the bylaws changes and the opportunity to vote for those changes.
So consistent with the direction from the CCTA EC and Board, counsel in 2011-12 was directed to modernize the bylaws to conform to the ever-changing state and federal regulations and fiduciary responsibilities that non-profit organizations and specifically trade associations were subject to.
Even with all those changes and updates in 2012, we discovered earlier this year through an insurance audit that our chapters, conferences and alliance were not really even insurable (for D&O purposes) when they met, and how they handled chapter funds so we had to tighten those things down even more.
At the same time, we were also dealing with the challenges that the many new conferences, alliances and coalitions we had or wanted to create were yet were not really addressed even within the new changes to the bylaws.
Over the last year CCTA counsel drafted suggested changes to restructure the chapters sections of the bylaws to facilitate the growth of the Association. We will maintain “Chapters” as exclusively geography-based but have added language that now allows many different and diverse subdivisions. In order to accomplish all our goals, we looked at the two functions of a chapter: 1.) educational forums and 2.) voting districts, and designed the bylaws accordingly.
We have changed the newly-enacted “subdivision” provisions to include existing Chapters, but have exclusively reserved the name “Chapters” for geography-based subdivisions, and drafted a new article that establishes voting districts. It’s important to note that in light of the increased liability concerns that have recently been highlighted, all subdivisions – including Chapters – would need to meet strict oversight requirements (i.e. statewide banking, elections, meeting minutes, etc.) There are a number of additional, technical, non-subdivision, proposed changes that have been identified over time that were also revised.
We have provided a copy of the new bylaws on the CCTA website, please feel free to read or download.
If after reading them you have any questions please call your local membership services director for clarifications. If they can’t answer your question our counsel would be happy to talk with you. If anyone tells you something that seems wrong about the bylaws, just give us a call and we can walk you through it.