JOIN THE BAYLOR LINE FOUNDATION AT OUR ANNUAL MEETING ON FRIDAY, OCTOBER 11, FROM 3:00 – 5:00 PM AT THE TEXAS SPORTS HALL OF FAME. WE WILL VOTE TO CONFIRM NEW OFFICERS AND DISCUSS THE FOLLOWING AMENDMENTS:
SUMMARY OF THE RESOLUTION PROPOSING AMENDMENTS TO THE CORPORATION’S BYLAWS FOR APPROVAL BY THE MEMBERSHIP AT THE ANNUAL MEETING The Resolution unanimously adopted by the Board of Directors of the Baylor Line Foundation on August 31, 2019, and proposed to the membership for approval (hereafter referred to as the “Resolution”) amends the corporation’s Bylaws as follows: Article II, Section 2 “Qualification of Members” is amended to permit the Board of Directors to delegate the determination of requirements for membership in the corporation to an officer or officers of the corporation, to the Executive Committee or to another committee. Article III, Section 4 “Notice of Meetings” is amended to authorize electronic notification for meetings of members. Article IV, Section 2 “Number, Tenure, and Qualifications” is amended to eliminate the designation of Regional and Key Constituent Directors. These forty Directors are now collectively classified as Representative Directors and their terms are revised to the calendar year, consistent with the corporation’s change of its fiscal year to the calendar year. Article IV, Section 3 is retitled “Geographical Regions Represented” and provides for identification of geographical regions to be represented by Representative Directors. Article IV, Section 4 is retitled “Key Constituents Represented” and provides for identification of key constituent or demographic groups to be represented by Representative Directors. Article V, Section 5 “President-Elect” is amended to remove chairmanship of the standing Development, Finance and Investments Committee from the President-Elect’s duties. Article V, Section 6 “Treasurer” is amended to add chairmanship of the standing Development, Finance and Investments Committee to the Treasurer’s duties. Section 6 is also clarified to provide that the Treasurer shall have charge and custody of and be responsible for all funds, property and securities of the corporation.
Article VI, Section 1 “Executive Committee” is amended to add the procurement of Directors and Officers liability insurance to the Executive Committee’s specific responsibilities. Article VI, Section 2 “Nominating Committee” is amended to replace the terms Regional and Key Constituent Directors with Representative Directors Article VI, Section 3 “Standing Committees” is amended to provide that the Treasurer is to chair the Development, Finance and Investments Committee. Article VI, Section 6 “Chairperson” is amended to include the Nominating Committee among those committees where the President does not appoint its chair, consistent with the current terms of Article VI, Section 2 “Nominating Committee”. Article XI “Fiscal Year” is amended to change the corporation’s fiscal year to the calendar year. Article XVI “Amendments to the Bylaws” is renumbered to Article XVII. A new Article XVI is added, entitled “Indemnification”, and it provides that the Directors and Officers of the corporation are to be indemnified by the corporation to the maximum extent permitted by law.
See you
FRIDAY, OCTOBER 11, AT 3:00
BAYLOR FAMILY
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