Cape Cod 5

By-Laws

Revised By-Laws

Cape Cod Technology Council
Approved by Members at the Annual Meeting on April 25, 2013

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The Cape Cod Technology Council recently undertook a comprehensive review and update of its bylaws to meet a number of objectives:

  • Undertake basic editing to clarify language and understanding of the provisions guiding the Council’s operations
  • Make changes required by Massachusetts General Laws, Chapter 180 concerning operations of organizations such as the Council, and
  • Make changes in the bylaws to reflect the Council’s current operating practices and meet its practical needs to function effectively

To these ends the Council established a four-member committee of the Board of Directors and its General Counsel to review the by-laws and develop a revision which was subsequently approved by the Executive Committee of the Board and then the full Board at meetings on March 19 and 29 respectively. The full text of the bylaws and revisions are presented on the Council’s website www.cctechcouncil.org and key changes and the reasons behind them are summarized below for member’s review.

The new by-laws will be voted upon by the Council’s membership at its annual meeting on Thursday, April 25, 2013 at the Doubletree Hotel in Hyannis.

The most significant of the proposed changes are as follows

  • Board members may be re-elected for terms of either one- or three-years. Current by-laws specify only a three-year term which will be maintained for first-time elections of new directors, while a lesser term of one-year will now also be available for any continuing board member’s re-election.
  • Newly elected or re-elected Board members as of the April, 2013 annual meeting and thereafter will be subject to a term limit of three consecutive three-year terms or a maximum of nine continuous years of service. Terms initiated prior to April, 2013 will not be included in the determination of service versus the new term limit. The current bylaws specify two consecutive three-year terms as a limit, which if followed would preclude one-third or more of the current Board from serving anew, depriving the Council of needed experience and service which cannot be rebuilt immediately, an issue the new language resolves. In addition the Board can waive a term limit when it deems it in the interests of the Council.
  • Directors elected by the Board to fill a vacancy will serve out the balance of the vacant term’s time. This is not specified in the current bylaws.
  • The Executive Committee shall include all officers (The Chair, Vice-Chair, Treasurer, and Secretary/Clerk), the immediate past Chair, and two members at large, appointed by the Board, from the remaining Directors as recommended by the Chair. The General Counsel may participate in Executive Committee meetings also. The current by-laws specify only the officers as members of the Executive Committee, and the current and past Chairs have wanted a broader membership from the Board on the Committee which acts for the Board between meetings. As the General Counsel is often needed at such meetings, his/her participation is now clarified.
  • Members at the Annual Meeting will elect officers. The current Bylaws specify that the Board elects the officers, while the actual practice has been to have the members do this.
  • The by-laws are being updated to include all current Committees along with a definition of their roles, membership and Chair make-up, and a specification that committees act in consort with the mission, policies, and objectives of the Council and its Board. The size of Committees will be at the discretion of the Board which appoints the Committee Chairs and members. The change makes the bylaws accurate in terms of current committees, how Chairs are named and makes the number of members open-ended, while the current bylaws fixed Committee membership at three.
  • Directors need to be in members in good standing in the Council at time of election. A housekeeping change.
  • 25% of membership will now constitute a quorum at the annual and special meetings At present this quorum is one-third which was deemed too large given demands on time of members. Such absences then jeopardize a quorum and the ability to get things done on a timely basis as required. The 25% is considered more realistic as membership grows, yet not too small to permit a small minority to take actions which may not be acceptable to the membership at large which is not present to participate in the decision.
  • Language was updated to reference in every case the Chair or Vice-Chair and to clarify other sections. The prior language was gender-specific, although not intended as such and as practiced, referring to Chairman and Vice-Chairman.
  • A number of changes were made for the bylaws to be in accordance with current Massachusetts statutes:
    • An audit of accounts may be conducted periodically by the Finance Committee.
    • How dues may be expended by the Board
    • Members’ removal from the Organization
    • Call of special meetings
    • The Chair and Vice-Chair shall be considered the President and Vice-President, respectively, of the Council for purposes of law
    • Clerk has to reside in Massachusetts
    • When membership terminates (90 days after dues have been invoiced but are still unpaid)
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