Museum Board Seeks to Amend Charter

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This week, Museum members received a mailing asking for their decision about the Board’s wishes to amend the Charter. Members have until August 10, 2018 to return their response. If approved, these changes will go into effect on Tuesday, August 14, 2018.

The Board would like to ask Museum members’ approval in making four changes to the Charter. These changes will streamline the Charter and affect the number of Board members required and the way the Board conducts its meetings.

The Board wishes to change Article 3 a) Description concerning the Board of Directors

Current: The Corporation shall have eleven Directors, known collectively as the Board. The number of Directors may be changed by amendment of this section, or by repeal of this section and adoption of a new one, as provided in Article 9.

Revised: The Corporation shall have Directors, known collectively as the Board. The number of Directors may vary.

The Board wishes to change Section 3.1.5

Current: At its initial meeting, each newly constituted Board shall set a day, time, and place for its regular meetings, at least ten of which shall be held each year.

Revised: At its initial meeting each year each newly constituted Board shall set a day, time, and place for its regular meetings, at least four of which shall be held each year.

The Board wishes to change Article 3.16 Special Meetings of the Board

Current: Special meetings of the Board may be called by the President or by the number of Directors that is one less than a quorum. Such meetings shall be held at the place, within the City of Alameda, designated by the person or persons calling the meeting, or in the absence of such designation, at the principal office of the corporation.

Revised:Special meetings of the Board may be called by the President or by the number of Directors that is one less than a quorum. Such meetings may be held at the principal office of the corporation at another place designated by the Board or electronically as long as a quorum has access to the appropriate electronic device.

The Board also wishes to change Section 3.17.1 Notice of Special Meeting

Current: Notice of a special meeting shall specify its place, day, time, and principal purpose. Special meeting of the Board shall be held upon four days’ notice by first-class mail or upon forty-eight hours’ notice if delivered in person or by telephone, telegraph, or other electronic mail message. If sent by mail or other form of communication as specified in California Corporations Code 5015, the notice shall be deemed to be delivered on its deposit in the mail or on its delivery to the telegraph company. Such notices shall be addressed to each Director at his or her address as shown in the record of the Secretary.

Revised: Notices of a special meetings shall specify place, day, time, and principal purpose. Special meetings of the Board shall be held upon forty-eight hours’ notice and be delivered in person, by telephone, or email.