In the February GNL Newsletter, we informed the GNL of the work of the GNL Bylaws Committee to revise the existing governing documents of the organization. Our committee has submitted our work for review by attorneys at Williams Mullen who have examined our original 1963 Articles of Incorporation, the proposed amendments, the existing GNL Bylaws and the proposed revised Bylaws and Standing rules.
As the GNL’s Bylaws Committee moves toward completing this revision, the GNL Articles of Incorporation must be amended prior to final approval of the GNL Bylaws and Standing Rules. The GNL Articles of Incorporation are the documents that established the existence of the civic league in 1963 and are filed with the State Corporation Commission for the Commonwealth of Virginia (SCC).
All GNL members will have an opportunity to vote to approve these proposed changes. This link presents the 1963 Articles of Incorporation and this link includes the two proposed amendments to these Articles of Incorporation.
The purpose of the amendments to the Articles of Incorporation is to more clearly state the purpose of the GNL and expand the membership boundaries of the GNL area. Additionally, the process for amending the Bylaws is clarified and the ability of the membership to override the GNL Board of Directors is reaffirmed. The proposed substitute to the existing paragraph (g) of the Articles of Incorporation will state: “The Board of Directors have the power to amend, modify, repeal or adopt the bylaws of the corporation by the affirmative vote of a majority of all members of the Board of Directors then in office at any meeting of the Board of Directors, subject however, to the power of the members to amend, modify, repeal or adopt the bylaws by a two-thirds majority of the members voting at any meeting of the members, in each case provided a quorum is present and notice of such amendment, modification, repeal, or adoption is contained in the notice of the meeting.”
Soon after the GNL Membership votes to approve the amendments to the Articles of Incorporation, GNL members will be asked to vote to approve or disapprove the Revised Bylaws and Standing Rules. These documents have been available for review and discussion for several months. The delay in putting the revised Bylaws to a vote was necessitated by the requirement to align both governing documents and by the Virginia SCC rules that the Articles of Incorporation need to be revised before the proposed changes to the Bylaws can be made.
The Bylaws Committee has appreciated the input from members and has made the appropriate revisions. The outcome of this effort will be a better and stronger GNL into the future.
The Articles of Incorporation Amendments will be voted on by Membership at our June 16th, 2021 membership meeting at 6:30PM.