NOTICE TO MEMBERS OF PROPOSED AMENDMENT AND RESTATEMENT OF BYLAWS
The following information serves to provide official notice to the members (hereinafter, “Members”) that an amendment and restatement of the Bylaws (hereinafter, “Bylaws”) of The Historic Preservation Society of Durham, Inc. (hereinafter, “Preservation Durham”) has been proposed (hereinafter, the “Bylaw Amendment”).
The Bylaw Amendment is a complete restatement and replacement of Preservation Durham’s current bylaws. Preservation Durham’s current bylaws are out-of-date with North Carolina’s non-profit statute and do not embody best governance practices. The Bylaw Amendment seeks to ensure compliance with state law and instill solid governance as an organization through amending and restating our bylaws in their entirety.
Notice is hereby given to all Members that the Bylaw Amendment will be voted upon at the next annual meeting of the Members on June 14, 2017, at 5:00 p.m. the Chesterfield located at 701 W. Main St. Durham, NC 27701.
On May 11, 2017, the Members were notified of the proposed language of the Bylaw Amendments. On May 24, 2017, based on feedback from the Members regarding the proposed Bylaw Amendment, two additional changes have been proposed to the Bylaw Amendment: (1) to ensure that Members are fully empowered to participate in creating the board’s composition, the period during which Members may nominate individuals for board of director elections will end each year on March 31st; and (2) eliminating the use of proxies (the revised draft collectively, the “Second Bylaw Amendment”).The complete text of the Second Bylaw Amendment is attached to this webpage as a tracked-changes document, which displays the new updates (see link below).
To be approved, the Second Bylaw Amendment requires a two-thirds (2/3) vote of the Members who are present at the annual meeting. A Member is a person who has purchased and fully paid for a membership in Preservation Durham in the 12-month period ending on April 5, 2017, when the Board of Directors established the record date for the 2017 annual meeting.
Persons who become Members at the annual meeting (either for the first time, or after a lapse in membership) will be unable to vote at the 2017 annual meeting (but these individuals will be entitled to vote at the 2018 annual meeting).
5:00 – 7:00 pm