[Phillip Beall]

All,

Yesterday (11/22/2025) the officers presented two resolutions.  Resolution #1 recommends changes to the Constitution & Bylaws (C&B) lowering the members required to have a quorum at a meeting from 30% to 20%, lowering the threshold for modification of the C&B from 2/3rds to 50%+1 and updated the language for members who have lapsed on their dues.  Resolution #2 is simply the board asking for confirmation of how we plan to count members towards that quorum, codifying our current practice.  #1 will have to be passed before #2 based on our current C&B language.

The officers discussed the issues addressed in each resolution at a board of directors meeting on 11/18/2025.  Just a few of the points we considered:

– The current numbers are so high that it is nearly impossible to change the C&B.

– The current numbers for a quorum are so high that we have occasionally started having issues making the number.

– We have some that join, wanting to financially support the Club, but they never plan to come to a meeting.  Right now the number is two, and we welcome them and appreciate their support, but that is two that counts against us when trying to get a quorum together.

– There are protections built in such that if a group tried to do something contrary to the will of the larger membership group; the larger group will have ample notice to prevent it from happening as a sneak attack that can’t easily be undone.

– The officers unanimously endorses the language AS PRESENTED.

I submit that the membership elects the officers for a reason – to take care of mundane items like this for them.  Then they don’t have to show up and listen to the minutiae.  Validating that point is that we only had one member attend the board meeting.  In spite of that, some at the Club meeting Saturday made suggestions for modification from the floor.  What we opted to do was point out that our C&B requires proposed C&B changes to be postponed to the “next regular meeting” buying 30 days minimum for review and consideration by the membership.  If we do not have 2/3rds at the December meeting, highly unlikely, then it will be postponed again, buying another 30 days of opportunity for review and possible development of modified language.  The two links here (Resolution #1 and Resolution #2) provide you with a PDF of each resolution.  I personally encourage anyone wishing to make suggestions for change to please start with the proposed language for both or either, copy and paste it into a new working document, make your suggested changes to it/them and then take that/those document(s) to the upcoming meeting(s) and offer them as what Robert’s Rules of Order characterize as “amend by substitution” with your own resolution.

If anyone has a question or comment, please call me or Mark.  We are more than happy to chat with you about any concerns.  Speaking for myself, I think the proposed language is clean and it continues to protect the Club from interlopers attempting to take the Club over and/or modify our governing documents to their own ends.  You may disagree, if you do please let us know.

73

Phillip Beall (W5EBC)

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