Explanation of the Restated Articles of Incorporation

By Jack Burns, PSIA-NW President

At our last meeting, the Board approved submission of Restated Articles of Incorporation to the membership for approval.  It was anticipated that a vote on the restated articles would occur at the three (3) fall seminars.  The proposed restated articles and notice of the meetings were published in the newsletter and posted on the website.  At the Regional Directors meeting held in Seattle, several concerns were raised about the proposed changes.  Rather than proceed with a vote at meetings at the end of a long day that might require extensive discussion in order to fully air the expressed concerns, it was decided to withdraw the proposal and address the concerns in the hope of avoiding significant controversy.

The current proposal reflects changes made to accommodate the issues raised at the director’s meeting and by others.  The changes include:

• Reinserting the requirement that the Board of Directors consist of not less than fifteen (15) nor more than thirty (30) members;

• Reinserting proportionality language about the makeup of the Board of Directors;

• Adding back a modified provision that the Articles may be amended by a vote of the members; and

• Adding a provision allowing the members to challenge an action of the Board of Directors.  While such a provision already exists in the bylaws, there was a concern that the bylaws could be amended to remove the provision without member approval.  By adding the provision to the Restated Articles of Incorporation, the right would be preserved to the members.

None of these changes impact the original intent of making the Restated Articles of Incorporation more generic.