ALTA® Bylaws Changes to Be Considered At Annual Convention
September 16, 2008
ALTA Bylaws Changes to Be Considered At Annual Convention
The Board of Governors of ALTA will be voting on bylaws changes to increase the number of members of the Board of Governors to six and to amend the sections to reflect title change of the Executive Vice President to Chief Executive Officer. To view the proposed changes and the process required by the association’s bylaws please follow this link:
1) Article VII
Election or Appointment of Officers, Board of Governors, and Committees
Sec. 2. Board of Governors:
The Board shall consist of eleven members: the President, President-Elect, Treasurer, Chair of the Finance Committee, Immediate Past President, Chair of each Section, and two members from each Section executive committee.
That Article VII Section 2 be amended to read as follows:
Sec. 2. Board of Governors:
The Board shall consist of twelve members: six members from each Section executive committee to include the following positions: the President, President-Elect, Treasurer, Chair of the Finance Committee, Immediate Past President, and Chair of each Section.
Rationale: The Board members have granted annual waivers when an Underwriter Section member has assumed the Presidency in order to keep a spot on the Board for a regional Underwriter representative. This change in the bylaws will preserve that spot, while creating a balancing Agent Section spot.
2) Article VIII
Duties of the Board of Governors, Officers, and Committees
Sec. 2. The President shall be the chief executive officer of the Association, a member ex officio of all committees, including the executive committee of each section and, except as otherwise herein provided, shall appoint all committees, fill all vacancies, and preside at all meetings of the Association.
That Article VIII Section 2 be amended to read as follows:
Sec. 2. The President shall be a member ex officio of all committees, including the executive committee of each section and, except as otherwise herein provided, shall appoint all committees, fill all vacancies, and preside at all meetings of the Association.
Rationale: Previously, the title of the chief administrative officer of the Association was EXECUTIVE VICE PRESIDENT. The new title of that position is CHIEF EXECUTIVE OFFICER (CEO). Removing the title of CEO from the President is necessary to accurately reflect new Association structure.
In each and every spot where they appear, delete the words Executive Vice President, and replace with the words Chief Executive Officer.
Rationale: The Board changed the title of the Executive Vice President to Chief Executive Officer and this action updates the bylaws to this title change.
Bylaws Amendment Process
Amendment of Bylaws
The Bylaws may be amended in whole or in part as follows:
- A proposal to amend the Bylaws or the Code of Ethics, accurately setting forth the substance of the amendment but not necessarily the specific text, shall be submitted in writing by either the Bylaws Committee or any five Active members of the Association to theBoard (addressed in care of the Executive Vice President) at least 90 days prior to the meeting of the Board at which the matter is to be considered.
- Notice of proposed amendments, setting forth the text, shall, after submission to the Board, (1) be sent to each Active member at least 60 days prior to the Board meeting and (2) advise the member of (i) the date, time, and place the amendments will be considered by the Board, (ii) the opportunity to appear at meeting either in favor of or opposition to an amendment, and (iii) the obligation, at least 30 days prior to the Board meeting, to advise the Executive Vice President of an intention to appear at the meeting and to provide that officer with a brief position statement on the amendment.
- The Executive Vice President shall circulate to the Board, at least ten days prior to the meeting at which the matter will be considered, any requests by members to appear before it and copies of the members’ position statements.
- At the date, time, and place specified, those members who have given notice in accordance with this section will be heard by the Board.
- Adoption of amendments under this section requires an affirmative vote of two-thirds of the Board present.