On May 11, 2009 at the BC Lupus Society Annual General Meeting, the following proposed changes to the Bylaws will be voted on.

Part 2 — Membership

Current 4: A person may apply to the directors for membership in the society and on acceptance by the directors is a member.

Proposed 4: A person may apply to the directors for membership in the society and on acceptance and approval by the directors at a regularly scheduled board meeting, is a member in good standing and will have all rights as assigned in the bylaws of the society.

Current 8(1):  A member may be expelled by a special resolution of the members passed at a general meeting.   
(2)  The notice of special resolution for expulsion must be accompanied by a brief statement of the reasons for the proposed expulsion.
(3)  The person who is the subject of the proposed resolution for expulsion must be given an opportunity to be heard at the general meeting before the special resolution is put to a vote.

Proposed 8(1) (Replaces 1-3)  The Directors shall have the power by vote of three fourths of those present to expel or suspend any Member whose conduct shall have been determined by the Directors to be improper, unbecoming or likely to endanger the interest or reputation of the Society.  No Member shall be expelled or suspended without notice of the charge or complaint against the Member and without having first been given an opportunity to be heard by the Directors at a meeting called for that purpose.

Part 4 — Proceedings at General Meetings

Current: 22(2) Voting is by show of hands 
(3) Voting by proxy is permitted in accordance with the following:
(i) Every member entitled to vote at a meeting may by means of a proxy appoint a proxy-holder to attend and act at the proposed meeting in the manner, to the extent and with the authority conferred by the proxy.
(ii) A proxy shall be executed by the member in writing or if the member is a body corporate by a duly authorized officer.
(iii) A member may revoke a proxy by delivering a notice in writing revoking the proxy to the President or Vice President of the Society prior to the commencement of the meeting.
(iv) Proxies shall be in such form as prescribed by the directors from time to time.
(v) No person shall act as a proxy unless he is entitled on his own behalf to be present and vote at the meeting at which he acts as proxy
(vi) A proxy shall be valid only for the meting for which the proxy holder has been appointed, and adjournments thereof.     

Proposed: 22(2) Voting is by show of hands using coloured voting indicators.
(3)  Voting by proxy is not permitted.  Advance voting by email, or by signed ballot is permitted and valid subject to receipt two business days prior to a general meeting, in order to provide sufficient time to determine membership in good standing.

 Part 5 — Directors and Officers

Current: 25(2): The number of directors shall be 8 or a greater number determined from time to time at a general meeting.

Proposed: 25(2): The Society shall have a minimum of 5 and a maximum of 12 Directors, including the Officers of the Society but excluding honorary directors.  The number of positions to be filled at any given General Meeting shall be determined by the Board and declared in the notice of the meeting.

Current 26(1):  The directors must retire from office at each annual general meeting when their successors are elected.  
(2) Separate elections must be held for each office to be filled. 
(3) An election may be by acclamation, otherwise it must be by ballot

Proposed 26(1): The directors elected at an annual general meeting shall complete their term at the subsequent annual meeting in approximately two years hence, when their successors are elected.
i. If prior to the election the general membership so approves, some director positions to be elected at an annual general meeting shall be scheduled to complete their term at the next year’s annual general meeting, when their successors are elected.
ii. Directors initially elected for the positions of President, Treasurer, and up to 5 of the Directors positions shall be elected for three-year terms and the Vice-President, Secretary and up to 5 Directors shall be elected for two-year terms. At subsequent annual general meetings all positions shall be elected for two-year terms.
iii. For purposes of continuity, the past-president remains as an appointed Director for one year subsequent to his or her term of office as the president.
(2)  Members may be nominated to be Directors by other members or by self-nomination, up to the time of elections at the annual general meeting.  Following the election of the Directors, a Director may be nominated to be an officer by other members or by self-nomination.
(3) The election of Directors and Officers may be by acclamation; otherwise it must be by ballot.

Current 29(1):  The members may, by special resolution, remove a director, before the expiration of his or her term of office, and may elect a successor to complete the term of office.

Proposed 29(2-4) (New): The Board may, by special resolution, remove a director, before the expiration of his or her term of office, for lack of attendance of a minimum of 50% of Board meetings over a six month period, or for actions detrimental to the society.
(3) The special resolution must provide not less than 14 days notice and must be accompanied by a brief statement of the reasons for the proposed removal.
(4) The person who is the subject of the proposed resolution for removal from directorship must be given an opportunity to be heard at a general meeting (if section 1 is applicable) or at a Board meeting (if section 2 is applicable) before the special resolution is put to a vote.

Part 6 — Proceedings of Directors

Current 36:  A director who may be absent temporarily from British Columbia may send or deliver to the address of the society a waiver of notice, which may be by letter, telegram, telex or cable, of any meeting of the directors and may at any time withdraw the waiver, and until the waiver is withdrawn,

Proposed 36:  A director who may be absent temporarily from British Columbia may send or deliver to the address of the society a waiver of notice, which may be by letter, telegram, facsimile or email, of any meeting of the directors and may at any time withdraw the waiver, and until the waiver is withdrawn,

Current 39: A resolution in writing, signed by all the directors and placed with the minutes of the directors, is as valid and effective as if regularly passed at a meeting of directors.

Proposed 39: A resolution in writing, requiring a clear ‘yes’ ‘no’ or ‘abstention’, signed by a majority of the directors, including faxed signatures, or a resolution in email or email plus attachment format sent to all directors and agreed to by a majority of the directors, placed with the minutes of the directors, is as valid and effective as if regularly passed at a meeting of directors.

Part 11 — Notices to Members

Current 58: A notice may be given to a member, either personally or by mail to the member at the member's registered address.  

Proposed 58: A notice may be given to a member, either personally or by mail to the member at the member's registered address, or by email.

Part 12 — Bylaws

Current 61:  On being admitted to membership, each member is entitled to, and the society must give the member without charge, a copy of the constitution and bylaws of the society.

Proposed: 61:  On being admitted to membership, each member is entitled to, and the society must give the member without charge, a copy of the constitution and bylaws of the society. Society bylaws are to be posted on the society website.