WORLD AFFAIRS COUNCIL OF WESTERN MICHIGAN NOTICE OF ANNUAL MEETING OF MEMBERS
Wednesday, June 10, 2020, 5:30 pm
Because of the Covid-19 pandemic, this year’s meeting will be virtual, occurring through Zoom technology. Further instructions on the use of Zoom and how it will be used in the meeting is set forth at the bottom of this Notice.
To be joined to the video call, please follow instructions below.
There is no cost to you for using the Zoom technology (you do not need your own paid Zoom account) or to attend the Annual Meeting.
Notice is hereby given that the Annual Meeting of Members of the World Affairs Council of Western Michigan (the “Council”) will be held on Wednesday, June 10, 2020, at 5:30 p.m.
At the Annual Meeting of Members, the following matters will be presented for approval:
1. An amendment to approve an amended and restated Article II, Section 3 of the By-Laws of the Council so that it reads in its entirety as follows:
Section 3 – Term of Office: Directors shall generally be elected for terms of three years each. The Board of Directors shall try to preserve balance in the actual number of directors in each class of the directors (the Board having established the authorized number in each class when it set the total number of authorized directors pursuant to Section 1 of this Article II, which number in each class shall be as nearly equal in number as possible); provided, however, that if, due to resignations or removals disproportionately impacting one or more classes, a temporary inequality in the actual number of directors in the three classes may exist and that temporary inequality may continue for more than one year. The Nominations Committee shall try to preserve balance in the actual number of directors in each class through its recommendations for new directors, which may include recommendations to serve for terms of one or two years, whether such new directors are to be (i) elected by the Members at an Annual Meeting of Members or (ii) appointed by the Board to fill vacancies between Annual Meetings of Members. The Board will consider such recommendations and will look to preserve increased balance in the actual number of directors in each class as it recommends nominees for election by the Members or as it fills a vacancy, although it is understood that achieving actual equality (or as near in number as possible) in number at any one Annual Meeting of Members election of directors may not be appropriate and in the best interests of the Council and that a temporary inequality may continue for a temporary additional period of time. The Board’s primary duty is to look to the best interests of the Council in selecting as nominees only those most able and willing to serve as directors, and who can assist the Council in fulfilling its mission.
A term shall commence as of July 1 and shall continue until June 30 of the year in which his or her term ends or, if earlier, until his or her resignation or removal. Except as hereafter provided in this paragraph, the individual who was president of the Board at the conclusion of a fiscal year shall automatically continue to be a voting member of the Board during the following fiscal year. If this additional year would be following the expiration of his or her term as director (and he or she would not be eligible for re-election due to term limits under Section 2 of this Article), he or she shall nonetheless continue as a member of the Board (and, if necessary the authorized size of the Board shall be temporarily increased by one for such year, notwithstanding any size limitations set forth in these By-Laws or in the most recent resolution of the Board setting the authorized size of the Board) for such additional year, and as either (i) immediate past president or (ii) president of the Board if his or her term as president just ending was only his or her first full term as president during his or her current tenure as a director, after which additional term as president he or she would not be allowed an additional year as immediate past president. The Board at the time shall determine which of the two alternatives is to be taken in any such situation. In the unlikely event that a president has served one full one year term as president and a portion of the immediately preceding year as president (having become president mid-term in such prior year due to the resignation or removal of the previous president), this would allow a second full term as president if the portion of the earlier year as president was less than six months (thereby allowing such person in this unlikely situation to be president for a total of up to two and a half years).
A brief explanation of the changes reflected in this restated section of the By-laws is included below, just before the Zoom instructions.
2. The election of the following directors and/or nominees:
The election of the following nominee to the Board as a Class 1 Director for a one year term, such term to commence on July 1, 2020 (with the possibility of an election for a full three year second term next year):
Kerry Brozyna, Wolverine World Wide, Vice President and General Manager
The election of the following nominees to the Board as Class 2 Directors for a three year first term, such term to commence on July 1, 2020:
Kristina Araya, Warner, Norcross & Judd, Partner Jennifer Dakoske, Chemical Bank, Senior Vice President Corporate Finance Cameron Young, Behler-Young, Digital Marketing Specialist
The re-election of the following current members of the Board of Directors, who have agreed to serve a second term as Class 2 Directors, for a three year term commencing on July 1, 2020:
Jennifer Tyler, Steelcase – Director, Operations Guk Low, Byrne Electrical – Chief Financial Officer Bob Roth, RoMan Manufacturing - President Ping Liang, Alpha Max Advisors – Managing Director Jim Ward, Supply Chain Solutions - President
The election of the following current member of the Board of Directors, having come onto the Board since the last Annual Meeting of Members to fill a vacancy, is now to be voted upon by the Members as a Class 3 Director, to serve a two year term commencing on July 1, 2020:
Meghan Harsevoort, Fifth Third Bank, Vice President, Wealth Management
The Board recommends strongly the approval of the Members of each matter being put up for vote at the meeting.
There will also be a short presentation on the Council and its 2019-2020 fiscal year, including information on its current situation and some financial information, at the Annual Meeting, Each member of the Council as of the close of business on May 26, 2020 has one vote on all matters coming before the meeting. There are no proxies and people must attend in person to vote on the matters presented.
Each matter to be presented for approval has been unanimously approved by the Board of Directors of the Council. The new nominees for Board members have been chosen initially by a duly constituted Nominations Committee of the Board, prior to approval by the full Board. If a member has any questions about the Annual Meeting, or wants additional information on any matter, including copies of the Articles of Incorporation and By-Laws, or further information on the new nominees to the Board, he or she should contact the staff of the Council by email to email@example.com.
Additional nominations may be made by a petition bearing the signatures of at least twenty five (25) members in good standing. The name(s) of such additional nominee(s) shall then be included on the ballot. Only persons nominated by either the Board of Directors or through the aforementioned petition procedure shall be eligible for election at the Annual Meeting of Members.
This Notice is distributed on May 29, 2020 by electronic means to all members as of the close of business recorded on the membership records of the Council on May 26, 2020.
Ping Liang Secretary World Affairs Council of Western Michigan
Explanation of changes in Article II, Section 3 of the By-Laws being proposed for adoption at the meeting:
This amended and restated Article II, Section 3 reflects the changes needed to deal with the following issues:
Term as President: Currently, a president can serve two one-year terms as president of the Council; provided that if he or she, after their first term as president is not allowed to serve an additional year as a director due to term limits (after 2 full three year terms), he or she will nonetheless remain a director for a 7th year as immediate past president. He or she could not instead serve that 7th year as president for a second year. This amendment allows that 7th year to be served as either immediate past year or as the actual president for a second one-year term, if that is what the Board of Directors wants to occur.
Absent this change, our current president, Dick Gauthier, would not be able to serve a second year as president. The Board of Directors determined that these times of uncertainty are not likely to end even when the Covid-19 pandemic is over. They have determined that it is most often the case that presidents should serve two full one year terms as president for continuity of policy and operational purposes (and potentially up to 30 months, if they were appointed president mid-term upon the resignation or removal of their predecessor). No director may serve an additional 8th year as immediate past president if they do serve the 7th year as president.
Equality of Size of Classes of the Board. In classified boards like that of the Council, it is legally required that the company endeavor to have the classes be as equal in size as possible. The Board of Directors wants to amend the By-Laws to allow the maximum flexibility allowable under the Michigan non-profit statute in the actual size of each class of directors. The Council has experienced a number of unexpected resignations as people change jobs and/or move out of town; this throws off the opportunity for class sizes to be equal in actual size as time moves forward. Therefore, the Board has set the number of authorized directors at 27, comprised of three classes of 9 authorized directors each. After this election, if this By-law is approved, Class 3 will have 9 members, while Classes 1 and 2 will have vacancies in their classes. If additional directors are appointed to fill the vacancies during the period between Annual Member Meetings, they will be placed in the classes with those vacancies and will be brought before the Members at next year’s Annual Members Meeting (just as Meghan Harsevoort is being brought forward in Class 3 this year). In addition, one of the nominees, Kerry Brozyna, from Wolverine World Wide, is up for election in Class 1 to replace Amy Klimek from Wolverine who was in Class 1. These two standalone elections will help move the board to a more equal number of directors in each class after this election. It will, however, have an equal number of authorized directors in each class. While it is the intent of the Board that it shall move expeditiously to have such temporary situations of inequality in numbers remedied, it may not be in the best interests of the Council to correct all such inequality of numbers in one election year for directors (the directors always looking for nominees who are as strong a fit with the mission of the Council as possible).
Other: We are also eliminating the existing second paragraph of Section 3 as it pertains to a board reorganization that was completed in 2018 and is no longer relevant.
Note: Because of the virtual nature of the meeting, Michigan law requires that every member who attends must announce his or her attendance at the meeting so as to ensure that he or she is in fact a member as of the record date of May 26, 2020.
Each of you will be able to participate in the meeting (including the right to ask any question and to hear all of the proceedings) and to vote on each matter up for vote at the meeting.
The Council Staff would appreciate an RSVP if you plan to attend the Annual Meeting at the following email address: firstname.lastname@example.org. This is to assist the Staff in having the requisite communications capability for everyone to participate. Failure to notify the Staff in advance does NOT mean that you cannot attend the meeting.
Zoom Login information:
Topic: WACWM 2020 Annual Meeting Time: Jun 10, 2020 05:30 PM Eastern Time (US and Canada)
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