The Board of Trustees is proposing a couple of changes to the By-Laws of the SLLT to be voted on by Members at the Annual Meeting on August 7.
At the start of the pandemic last year the Board had the intention to cancel the Annual Meeting of members in August to protect our members from a possible COVID-19 spreading event. The Board also considered reducing or eliminating dues for one year when there were questions about the state of the economy. Unfortunately, we discovered that the By-Laws currently have some provisions that would prevent us from doing either of these things.
The By-Laws require an annual meeting before Sept 1 every year and specify that all meetings must be held in a location in Cheshire County, NH. There is also a provision in the By-Laws that requires a minimum of 12 members of the Board of Trustees. Last year we had 10 Board members whose terms were expiring in 2020, which would have left us with 9 Trustees, and the Trustees lack the power to appoint a new slate of Trustees – that power belongs to the members. We solved these issues by having a brief and small outdoor Annual Meeting last August that had only the minimal business necessary to continue operating with attendance by only a very small number of members.
The Board is therefore proposing some changes to the By-Laws. The proposed changes include a method to declare a temporary emergency that will allow the Trustees to either cancel the Annual Meeting, or hold one via video conference (with the Zoom service, for example), and also allow the Trustees to temporarily take on powers reserved for Members, such as voting in a temporary slate of Trustees, or extending the term of retiring Trustees, or reducing or eliminating (but never raising) membership dues. Any actions taken by the Board with emergency powers must be approved by the Members at the first meeting after the emergency has lapsed. And the emergency will be limited to no more than one year so that there cannot be a permanent state of emergency.
It is important to note that the Board intends to avoid using these powers unless absolutely necessary, and hopes that we never need to do so again.
You can read the current version of the By-Laws at this web page: https://slltnh.org/documents/by-laws/
The proposed changes to the By-Laws are as follows:
Under Article III – “Board of Trustees” – we add the following Section 7. [These powers are currently reserved for Members, not Trustees. Section (e), as I noted above, will allow the Trustees to reduce or eliminate dues requirements for members during the emergency if, for example, the emergency may create a financial hardship for our members. This also requires that any changes made by the Trustees must be ratified by the Members at the next meeting of members.]
Section 7. Emergency Powers for Trustees. If there is some event that prevents the Silver Lake Land Trust from holding its Annual Meeting of members before September 1 – an event such as, but not limited to, a declared national, state, or local emergency – the Board of Trustees may temporarily adopt the following powers normally reserved for members:
(a) Determine how many of the vacancies in the Board of Trustees should be filled;
(b) Nominate Members of the Corporation to serve as Trustees;
(c) Elect nominees needed to fill vacancies in the Board of Trustees;
(d) Allow Trustees whose terms are expiring to continue in their positions until the next Annual Meeting of members;
(e) Reduce or eliminate annual dues requirements during the emergency. If dues requirements are changed, they will remain in effect through the rest of the membership year and revert back to the prior levels for the next membership year.
The Board of Trustees will communicate any of these decisions to members using postal and/or electronic means as soon as possible after these actions are taken. These powers will lapse when the Board of Trustees votes to end them (which should ideally be when the emergency has ceased), or after a full year, whichever comes first.
All actions taken under emergency powers by the Board of Trustees must be ratified by the membership at the first Annual Meeting or Special Meeting after the emergency has ceased.
The second change that the Board are proposing is to Article IV – “Meetings”. [This is to allow us to cancel or hold a virtual Annual Meeting if there is some reason why we cannot have one; an Annual Meeting is required by the By-Laws to be held prior to Sept 1 every year, according to Article IV – Section 1.]
Section 7. National, State, or Local Emergency. If there is some event that prevents the Silver Lake Land Trust from holding its Annual Meeting of members before September 1 at a location in Cheshire County – an event such as, but not limited to, a declared national, state, or local emergency – the Board of Trustees may vote to:
(a) Cancel the Annual Meeting and take on emergency powers as specified in Article III, Section 7.
(b) Hold a virtual Annual Meeting open to all members in good standing using electronic means using audio and video which allows Members to participate as if the meeting were held in a physical location.
The Board of Trustees will propose these changes to the Membership at the Annual Meeting. We hope to see as many of you as possible at this year’s Annual Meeting on August 7.