2023 Bylaws Review

The 2023 HOT Board, Membership Chair, and Bylaw Updates ballot included three open Board positions, one Membership Chair position, and will also include 5 bylaw proposals.  Please see the current bylaws for HOT.

Bylaw Update Background Research

• See bylaw recommendation notes and explanations from Legal counsel
• HOT Evolving Governance Research (report)
• HOT Evolving Governance Research (slides)

Proposed Bylaw Updates

3.6 Election of Chair

Bylaw 3.6 Election of the membership chair for a two year term

A Chair of the voting members (‘Chair’) shall be elected by majority vote of the voting members bi-annually at the annual meeting of the voting members. He or she shall serve for a two-year term from the time of election. The Chair shall hold office until the expiration of his or her term and until the election and qualification of a successor or until the Chair’s earlier death, resignation, retirement, disqualification, or removal. In the event of the Chair’s death, resignation, retirement, disqualification or removal prior to the expiration of the Chair’s term, a special meeting of the voting members shall be held at which time a replacement shall be elected to serve out the term of the Chair.

*Please note that by voting for this bylaw change there is an immediate impact on the term of the membership chair-elect.

The number of voters was 142 valid votes. There was 120 votes for Yes, 11 votes for No, and 11 votes to Abstain.

Threshold Met To Pass Proposed Bylaw Update. Counting votes using Plurality/FPTP/SNTV.

4.3  Manner of Election and Term of Office

Bylaws 4.3 Election procedures updated.

4.3 Manner of Election and Term of Office. Directors shall be elected at the annual meeting of the voting members of the Corporation by majority vote of the voting members. The Chair shall announce the election procedures as may be determined from time to time by the Election Committee. The elected candidate(s) shall take office as of the close of the annual meeting. Following the 2021 annual meeting, the newly elected directors shall designate half of the directors (rounding down to the nearest whole number of directors) to serve for a one-year term. The directors to serve one-year terms shall be chosen by mutual agreement or, if no agreement is possible, by lot. The term of the remaining directors shall be two years (unless the number of seats is reduced or increased, in which case the length of term(s) will be assigned as outlined above). Thereafter, the term of office of each director shall be two years. Each director shall hold office until the expiration of the term for which he or she was elected and until the election and qualification of a successor, or until that director’s earlier death, resignation, retirement, disqualification, or removal.

The number of voters was 141 valid votes. There was 118 votes for Yes, 9 votes for No, and 14 votes to Abstain.

Threshold Met To Pass Proposed Bylaw Update. Counting votes using Plurality/FPTP/SNTV.

4.4 Nominations

Bylaws 4.4 Election nomination process updated

4.4 Nominations. Any director, officer or voting member may present to the voting members one or more nominations for each seat on the Board which is vacant or about to expire. The Chair shall announce the nomination procedures as may be determined from time to time by the Election Committee.

The number of voters was 140 valid votes. There was 120 votes for Yes, 9 votes for No, and 11 votes to Abstain.

Threshold Met To Pass Proposed Bylaw Update. Counting votes using Plurality/FPTP/SNTV.

5.8 Action Without a Meeting 

Bylaws 5.8 Update to board processes

5.8 Action Without a Meeting. Any action required or permitted to be taken at a meeting may be taken without a meeting if a consent in writing, setting forth the action taken, is signed by all directors or voting members (as the case may be.) Such consent shall have the same force and effect as a unanimous vote at a meeting duly called. The signed consent, or a signed copy, shall be placed in the minute book. Consents may be provided in any written form, including by e-mail.

The number of voters was 142 valid votes. There was 117 votes for Yes, 13 votes for No, and 12 votes to Abstain.

Threshold Met To Pass Proposed Bylaw Update. Counting votes using Plurality/FPTP/SNTV.

5.10 Meetings of Voting Members Via Internet and Similar Technology

Bylaws 5.10 Update to election ballot validation process

5.10 Meetings of Voting Members Via Internet and Similar Technology/Voting by Ballot by Voting Members. (a) Meetings of voting members need not be held at a geographic location if the meeting is held via the Internet or other electronic communications technology pursuant to which the voting members have the opportunity to: I) read or hear the proceedings substantially concurrently with the occurrence of the meeting; II) vote on matters submitted to the voting members; III) pose questions; and IV) make comments.

(b) Any action that may be taken at any annual, regular or special meeting of the voting members may be taken without a meeting if a ballot is delivered to every voting member of the Corporation who is entitled to vote on the matter. A ballot shall: I) be set forth in writing via electronic or other tangible form; II) set forth each proposed actions; III) provide an opportunity to vote for, or withhold a vote for, each candidate as a director; and IV) provide an opportunity to vote for or against each other proposed action. Additionally, all ballots shall indicate the number of responses needed to meet the quorum requirements, state the percentage of approvals necessary to approve each matter other than the election of directors, and specify the time by which the ballot must be received by the Corporation in order to be counted.

The number of voters was 141 valid votes. There was 126 votes for Yes, 5 votes for No, and 10 votes to Abstain.

Threshold Met To Pass Proposed Bylaw Update. Counting votes using Plurality/FPTP/SNTV.

5.2 Annual Meeting; Notice; Addresses  

This proposed bylaws update will be added to next years Board and Bylaw Elections to be voted on. To learn more about this proposed update, access more information here.

5.6 Quorum. as written in Amendment 1

This proposed bylaws update will be added to next years Board and Bylaw Elections to be voted on. To learn more about this proposed update, access more information here.

5.9  Telephone and Similar Meetings

This proposed bylaws update will be added to next years Board and Bylaw Elections to be voted on. To learn more about this proposed update, access more information here.