EXPLANATION OF CHANGES TO BYLAWS OF THE WILLOW AREA COMMUNITY ORGANIZATION
MEMBERS
The definition of members has been changed to be
consistent with MSB code 2.76.030:
“Community councils” are non‐profit, voluntary, self‐
governing associations composed of residents located within geographical areas designated as community council districts by the assembly.
“Residents” means a person who is qualified to vote or to register to vote under the laws of the state of Alaska and the borough ordinances.
BOARD
The board has been changed to reflect what the Willow City
Council would be, if Willow were to become a second‐class
city. Which is 7 elected board members. Which issues the
board alone can vote on and the issues that require a
membership vote have been defined (see Article IV, Section 1)
OFFICERS
The definition of Officers has been changed to reflect the
State Statute 10.20.121:
(a) The officers of a corporation consist of a president, one or more vice presidents as prescribed by the bylaws, a secretary, and a treasurer. Each ofthe officers shall be elected by the board of directors at the time and in the manner prescribed by the bylaws. Other necessary officers and assistant officers and agents may be elected or appointed by the board of directors or chosen in the manner prescribed by the bylaws. Two or more offices may be held by the same person, except the offices of president and secretary.
(b) The articles of incorporation or bylaws may provide that an officer is an ex officio member of the board of directors.
(c) An officer may be designated by additional titles as provided in the articles of incorporation or bylaws.
The definition of Vice‐President has been changed, to
remove responsibility for public facilities, which will
now belong to the Public Facilities Manager, who will be
appointed by the Board.
COMMITTEES
The Standing Committees to support the officers have been
removed, as it is now optional that an officer set up a
committee to support him/her. All responsibilities are
defined as part of the officer job description.
The hybrid “Special Standing” Committee has been removed.
The Standing Committees Trails and CERT have been defined
individually. If other Standing Committees are required,
the bylaws must be amended to include them.
QUORUMS
Quorum for member meetings has been changed to reflect
State Statute 10.20.076;
Unless otherwise provided in the articles of
incorporation or the bylaws, members holding one‐tenth0m
of the votes entitled to be cast, represented in
person or by proxy, constitute a quorum at a meeting
of members. However, in no event may a quorum consist
of less than one‐tenth of the votes entitled to vote
at a meeting. If a quorum is present, the affirmative
vote of a majority of the votes represented at the
meeting and entitled to vote on the subject matter is the act of the members, unless the vote of a greater
number is required by this chapter or the articles of
incorporation or the bylaws.
REMOVAL AND REPLACEMENT OF OFFICERS OR BOARD MEMBERS
This has been changed to distinguish between officers and
board members.
REPRESENTATION OF THE ORGANIZATION
This is a completely new section, that we felt belonged in
the bylaws. It is found fairly cosistently in other
councils’ bylaws.
AMENDMENTS
Given that changing bylaws is not to be entered into
lightly, it has been made more onerous to change them.
Bylaws Committee
- George Howard
- Bob Hutchison
- Pat Madigan
- Shirley Wakeman
08/03/2009
