Friesian Horse Association of North America Bylaw Changes

The FHANA Board of Directors would like to invite the FHANA Membership to participate in a FHANA Bylaw change.

The FHANA Board of Directors would like to present to the FHANA Membership two (2) Bylaws to be changed.  In following our Bylaws 13.1.  We also ask you to review the pros and cons to this change in the Bylaws prior to voting.  These can be found below. 13.1 Amendments. The Board shall have the power and authority to alter, amend or repeal these Bylaws by the vote of a majority of all the members of the Board.  Each such change to the Bylaws shall then be voted on by the membership, whereby 75% of the voting membership who cast votes must be opposed to the change for it to fail. The Board shall send notice of any proposed change to the Bylaws to the membership via electronic mail (if possible) or regular mail.  The membership will have fourteen (14) days from the date of the email or notice to vote in favor of or opposition to the proposed change to the Bylaws and the membership shall communicate their votes to the Board via email and/or regular mail.

Benefits of the Proposed Changes to FHANA Bylaws 6.5 and 10.2/3 Presented by Allison Thomas:

The Annual Meeting of the FHANA Board of Directors is dictated by the bylaws as the meeting when new Officer positions are elected. In order to best represent the membership, it is imperative that all seven elected Directors be present and able to vote at this meeting. These votes are how the FHANA membership is represented for the election of Officers, and removing even one Director from the vote is contrary to ensuring the will of the membership is heard.

For three different reasons in the last three years, the FHANA Board has been faced with circumstances that forced one or more Board members to be unable to attend the Annual Meeting in person. One was due to the deployment of a Director, another due to travel restrictions related to the global pandemic, and the third due to an injury that disallowed travel. The Bylaws as written would force the Board to either not meet and elect new officers for the year, or to meet without the full seven Directors that have been elected by the membership.

The proposed changes to the above listed bylaws stem from a need for the FHANA Board of Directors to be able to meet in its entirety regardless of the unpredictable and ever-changing world situation. The existing bylaws were intended to ensure that the Board of Directors met face to face at least once a year. They were designed to make sure that a vote for officers could not be faked by another person or coerced/forced. These things remain important today; however, the authors of the existing bylaws could not have foreseen the vast array of technological options that are available today. In the past five years alone, the advancements in virtual meeting technologies have been staggering, and these options are continually improving.

With the existing virtual meeting options currently available such as Zoom, Teams, Skype, as well as software such as BoardEffects to use for secure voting, the ability to meet ‘face to face’ is present regardless of whether every Director is in the same physical location. The sanctity of votes for Officer positions can be protected even in extenuating circumstances. The proposed changes to the bylaws would allow for the FHANA Board of Directors Annual Meeting to be held virtually in such extreme circumstances while not allowing such a change to be enacted frivolously or without due cause. In order to change the Annual Meeting of the Board from an in person to a virtual meeting, the situation must meet stringent guidelines regarding and requires a two-thirds vote of the Board. This preserves the original intent of the bylaw while allowing flexibility and adaptability in the face of the current world situation as well as unforeseen issues in the future.

Objection of the Proposed Changes to FHANA Bylaws 6.5 and 10.2/3 Presented by Mathew Jenkins:

My objection to the bylaw amendment being proposed is based upon broad reaching implications. Although the intent of this bylaw amendment is to address the current Covid-19 pandemic, it was drafted very quickly and leaves open the potential for a future board to abuse the original spirit of this amendment.

Despite the challenges of COVID-19 there still exists a way for the FHANA Board to meet in person. There was a bylaw change in 2020, and now one in 2021. Approving yet another amendment sets a dangerous precedent. It sends a message that if a board doesn’t want to operate under an established bylaw, they can merely change or amend it for their own benefit.

Bylaw amendments, additions or changes should be done judiciously and with infrequency to avoid potential abuse, in my opinion the proposed amendment does not meet this criteria.

Vote on Bylaw change here:  Click Here