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Proposed Bylaw Changes for the Members to Vote on

Vote on Changes to HDC’s By-laws

HDC members are also asked to vote on changes to our by-laws by Tuesday, April 27 at 10pm. Vote at https://www.surveymonkey.com/r/bylawhdc

Proposed Changes to Highland District Council’s Bylaws that Require Membership Approval

January 7, 2021 The HDC Board of Directors supported the following amendments for the Membership’s approval at the 2021 Annual Meeting.

Commencing Board Elections at the Annual Meeting.

Background: Article 3.1 requires board elections to be held during the annual meeting. In 2020, the HDC successfully held online elections due to COVID restrictions; over 600 members participated over a multi-day voting period. Article 3.1 must be amended for future online elections to occur during a longer time period than permitted at the Annual Meeting.

3.1 Annual Meetings. The HDC shall have an annual meeting of Members during each calendar year at a time and place in the Highland Area set by the Board of Directors. At such time, (a) reports of the HDC’s activities shall be presented by the Officers to the Members, (b) (Board Director elections shall commence), (c) any amendments to the HDC’s Articles of Incorporation and amendments to the HDC’s Bylaws that require Member approval shall be presented for consideration, and (d) other business transacted.

Increasing the Membership Meeting Quorum

Background: Article 3.4 requires a minimum of ten members present to constitute a quorum for taking any action at a meeting of members. Ten members is a very low threshold given HDC’s membership size (all Highland residents over 18 years old and business representatives). The 18 Board Directors are also members and could fulfill the quorum requirement without any other members present. The amendment increases the quorum to 30 members, excluding Board Directors. A special meeting’s quorum is also set at 30 members.

3.4 Quorum. (Thirty (30) Members, excluding Board Directors, shall constitute a quorum at a meeting of Members, or a special meeting called under Article 3.2, for the purpose of taking any action other than adjourning such meeting). If a quorum of Members is not represented at a meeting, the Members present shall constitute a quorum for the sole purpose of adjourning such meeting, and the majority of the Members so present may adjourn the meeting to such date, time, and place as they shall announce at the time of adjournment. Any business that might have been transacted at the adjourned meeting if a quorum had been present, may be transacted at the meeting held pursuant to such an adjournment and at which a quorum shall be represented. If a quorum is present when a duly called or held meeting is convened, the Members present may continue to transact business until adjournment, even though the withdrawal of a number of Members leaves less than the number otherwise required for a quorum. If a special meeting is called under Article 3.2, at least 30 members or a number representing 10 percent of the registered members from the last annual meeting must be present, whichever is greater, to constitute a quorum.

Community Member Term Limits

Background: The amendment of Article 4.5 clarifies that a partial term does not count towards a board director’s term limit so that he or she can complete the entirety of his or her current term.

4.5 Procedures for Election of Grid Representatives and At-Large Directors. Ballots that contain more names than positions up for election shall be invalid. If a ballot purports to vote for a candidate more than once, only one vote, will be counted for the candidate. In an election where there are three or more nominated candidates, if two or more candidates receive the highest number of votes, a tie-breaking election among such candidates will be held immediately. If there are only two candidates and there is a tie vote, the election shall be determined by coin flip or another method agreed by the two candidates. The Board of Directors may adopt such additional election rules and procedures as they consider appropriate. An elected Director may serve no more than (three (3) consecutive two-year terms. However, if a Director serves a partial term (less than two years), whether by election or appointment, that will cause them to exceed existing term limits, they may serve the balance of their term to the next annual meeting. A Director may serve no more than seven (7) consecutive years. A director) may run for additional terms if there is no opposing candidate.

Business Representative Term Limits

Background: Article 4.6 is amended to clarify that Business Representatives are appointed for a two-year term and are subject to a six-year term limit like Community Members are. This amendment also updates the name of the “West End Business and Professional Association” to “West 7th/Fort Road Federation.”

4.6 Appointed Business Representatives. In addition to the Directors elected pursuant to Sections 4.3 and 4.4, two Directors shall be appointed by area business organizations (to two-year  terms). The Highland Business Association shall appoint one Director and the West End Business and Professional Association shall appoint one Director. (No appointed Business Representative shall serve more than six (6) consecutive years unless another candidate is unavailable). The entity appointing a Director pursuant to this Section shall be entitled to appoint an Alternate or establish a procedure for designating an Alternate to attend and participate in a Board of Directors meeting in place of the appointed Director in the event of such Director’s absence.

Extending Timeline to Fill a Board Vacancy

Background: Article 4.7 provides insufficient time to hold a special election to fill a vacant board position if the vacancy occurs close to the next monthly board meeting. The amendment requires a minimum of 60 days to hold an election before the board may appoint someone to fill the vacancy.

4.7 Vacancies. Vacancies among Grid Representatives or At-Large Directors shall be filled at the (second regular meeting of the Board of Directors after the vacancy has occurred or within 60 days, whichever is longer) and by the same method and procedure established for the election of such Directors at the HDC’s annual meeting as provided for in Sections 4.3 through 4.4. If a vacancy has not been filled (in the required time period, the vacancy may be filled by nomination and appointment by the Board of Directors at the next regular meeting following the end of the required time period). If the vacancy is a Grid Representative, it is preferred that the appointment be from the grid of the vacant Director’s seat. However, if an eligible candidate from the grid is not forthcoming, the Board of Directors may appoint a Member from anywhere within the Highland Area. The process for filling a vacancy shall be repeated until the vacancy is filled.  Elected or appointed Directors filling any vacant position shall serve until the end of the regular term of the vacant position.

Removal of Director by Two-Thirds Vote

Background: The amendment requires a positive vote of two-thirds of the Board of Directors to remove a Director for cause, rather than 60 percent. Two-thirds is the standard threshold for removing a director or officer. The amendment also clarifies that the Director subject to removal is permitted to vote on his or her removal.

4.14 Removal of Directors. (A Director may be removed at any time for “cause” upon the affirmative vote of two-thirds of all Directors then in office.) , excluding the Director proposed for removal. For this purpose “cause” means (a) the Director’s Absence from three consecutive regular Board of Directors or Standing Committee meetings, (b) the Director’s Unexcused Absence from five regular Board of Directors or Standing Committee meetings during any term year, (c) the Director’s conviction of a felony or commission of fraud or other serious misconduct involving dishonesty, (d) willful conduct by the Director that materially injures HDC, (e) the Director’s breach of, or non-adherence to, any contractual agreement with HDC or the Director’s duty of loyalty to HDC, or (f) the Director’s violation of Sections 12.1 through 12.4. Upon such removal, the seat shall be deemed vacant and subject to the provisions of Section 4.7.

Membership Voting on Bylaws

Background: The Article 9 amendment serves several purposes:

  1. Allow members to vote on bylaw amendments through online or mail-in ballot. Article 9 currently restricts bylaws votes to membership meetings only.
  2. Define the threshold for approval as two-thirds of members voting on the amendment, excluding blank votes.
  3. Explicitly state which bylaw sections only members can amend.
  4. Allow all amendments to the bylaws to take effect upon Board of Directors’ approval. The amendments to the bylaws explicitly listed in Article 9 are subject to members’ approval at the next annual meeting. If the members do not approve such amendments, any board decision made according to the amendment is null and void. This change permits the Board to approve time-sensitive bylaw amendments between annual meetings.

Article 9. Amendment of Bylaws These Bylaws may be amended from time to time by a two-thirds vote of the Board of Directors present at a meeting of the Board of the Directors when a vote is held provided that written text of the proposed amendment has been distributed to the Directors at the previous regular Board of Directors meeting, (Amendments to Articles 2, 3, 9, and Sections 4.3 through 4.5 are rendered null and void at the next Annual Meeting unless approved by a two-thirds vote of the Members voting on a specific amendment).