Proposed Revisions to BCP Bylaws

BCP is currently in the process of revising its Bylaws, which haven’t changed since 2003. That process is ongoing. In light of the upcoming election, the Board decided to take a closer look at two sections of the Bylaws dealing with elections. One concerns the elections process, and the other concerns the Board of Directors itself.

The Board discussed the changes at its September 2024 and October 2024 meetings, unanimously agreeing to amend the two sections of the Bylaws as proposed. The Board intends to make that vote final at the November Board meeting.

The following describes the proposed revisions.

Proposed Revisions to BCP Bylaws affecting our Upcoming Election

(Article III, Section 4, and Article IV, Section 2)

Article III. Section 4

Current Language

Annual Meetings. The Members shall have an annual meeting in the month of November at the principal office of the Corporation, or at such other time or place as is otherwise determined by the Board of Directors. There shall be at least one annual meeting of the Members. At the annual meeting the Members shall elect Directors to the Board of Directors. The President shall chair the annual membership meeting. Notice of the annual membership meeting, stating time and place, and including the report of the Secretary of the Corporation with the names of those persons designed to run for a position on the Board of Directors, shall be delivered by the Secretary at least ten (10) days prior to the meeting to each Member then entitled to vote.

New Amended Language (changes shown in red)

There shall be an Annual Meeting of the Members in each calendar year (“the Annual Meeting”) for the purpose of electing a Board of Directors. The Annual Meeting shall be in the month of November, or at such other time as determined by the Board of Directors. The Annual Meeting shall be chaired by the President, or in his/her absence, the Vice President, or in the absence of the President and Vice President by another Club Member appointed by the Board.

The Board election may include online voting, provided that the online voting period ends at the beginning of the Annual Meeting, with members allowed to vote either online or in person at the Annual Meeting. Notice of the Election and Annual Meeting shall be sent via email at least 10 days prior to the start of online voting, to all Members in good standing at the time of the notice. Each Member in good standing at the time of the notice shall have one vote. That notice shall (a) specify the date, time, and place of the Annual Meeting, (b) specify the voting procedures, and (c) shall include a list of those Members whose names were previously submitted to the Secretary to run for a position on the Board of Directors.

Additional nominations for the Board of Directors must be submitted to the Secretary up to 48 hours before the scheduled start of voting.

A majority vote of Members who vote shall be necessary to elect each Director. If a tie vote results in more than 15 candidates being elected, then the Board shall be expanded for that year to include those additional candidates who received the same number of votes.

Article IV, Section 2

Current Language

2. Number. The direction, management, business and affairs of the Corporation shall be vested in and managed by a Board of Directors which shall consist of not less than six (6) or more than fifteen (15) Directors, as may from time to time be fixed by the Board. Each Director shall be a natural person of full age, who need not be a resident of Pennsylvania. All Directors must also be Members of the Corporation.

New Amended Language (changes shown in red)

2. Number and Qualification. The direction, management, business and affairs of the Corporation shall be vested in and managed by a Board of Directors which shall consist of not less than six (6) nor more than fifteen (15) Directors, as may from time to time be fixed by the Board. Each Director shall be a natural person of full age, who need not be a resident of Pennsylvania. All Directors must also be Members of the Corporation in good standing. Any former Board member who was removed from the Board or who resigned from the Board must be approved by the Board as a candidate to be re-elected to the Board.