Below is a virtual over haul amendment to Article 3 I intend to propose on the agenda. I think it addresses Arrians concerns, it has clarity, and is much less confusing:
Executive Council Members
Section 1. Powers and Residency. Subject to any provision in the Articles of Incorporation, including the stipulation that the corporation be run under a shareholder’s agreement according to the Close Corporation Act of 1977, the business and affairs of the corporation shall be managed by an Executive Council. Subject to Section 8.35 of The Business Corporation Act. Executive Council members need not be residents of Illinois.
Section 2. Voting Members. The number of voting members serving on the Executive Council shall be seven (7) until changed by amendment to these Bylaws.
Section 3. Non Voting Members: The non-voting members serving on the Executive Council shall be the Executive Director, the immediate past director, the current director and the immediate future director of the National Poetry Slam; and the immediate past director, the current director and the immediate future director of the Individual World Poetry Slam until changed by amendment to these Bylaws.
Section 4. Election, Terms, and Removal of Voting Members. Each voting member of the Executive Council shall be elected by a majority vote of eligible members of the Slammaster Council, and shall hold office until the second annual meeting of the Slammaster Council or until his/her successor shall have been elected and qualified, or until his/her prior resignation or removal. Unless otherwise provided in the Articles of Incorporation, an Executive Council member may be removed, with or without cause, by vote of a majority of the Slammaster Council members entitled to vote at an election of Executive Council members,
Section 5. Terms of Non-Voting Members. The immediate past director, the current director , and the immediate future Director of the National Poetry Slam; and the immediate past director, the current director, and the immediate future Director of the Individual World Poetry Slam shall serve one year terms commencing coincidentally with the election of voting members of the Executive Council. The Executive Director shall be appointed by the voting members of the Executive Council and shall serve, at the will of the Executive Council, a renewable term not to exceed one year.
Section 6. Vacancies. Any vacancy occurring in the Executive Council and any Executive Council membership to be filled by reason of an increase in the number of Executive Council members may be filled by election at an annual meeting or at a special meeting of the Slammaster Council called for that purpose. An Executive Council member elected to fill a vacancy shall serve until the next annual meeting of Slammaster Council at which Executive Council members are to be elected.
Section 7. Regular Executive Council Meetings. A regular meeting of the Executive Council shall be held without other notice than this Bylaw, immediately after and at the same place as the annual meeting of Slam Family. The Executive Council may provide, by resolution, the time and place, for the holding of additional regular meetings without other notice than this Bylaw.
Section 8. Manner of Convening Special Meetings. Special meetings of the Executive Council may be called by or at the request of the president or any two Executive Council members.
Section 9. Place of Special Meetings. The person or persons authorized to convene special meetings of the Executive Council may fix any place, either within or without the State of Illinois, as the place for holding any special meeting of the Executive Council.
Sectionc10. Notice of Executive Council Meetings. Special meetings of the Executive Council shall be held upon at least four days' prior notice in writing, delivered personally or mailed to each Executive Council member. Any Executive Council member may waive notice of any meeting. Attendance of an Executive Council member at any meeting shall constitute a waiver of notice of such meeting except where an Executive Council member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at nor the purpose of any regular or special meeting of the Executive Council need be specified in the notice or waiver of notice of such meeting.
Section 11. Quorum of Executive Council. A simple majority of the number of Executive Council voting members fixed by the Bylaws shall constitute a quorum for the transaction of business. The act of the majority of the Executive Council voting members present at a meeting at which a quorum is present shall be the act of the Executive Council.
Section 12. Informal Action by Executive Council. Unless specifically prohibited by the Articles of Incorporation, any action required to be taken at a meeting of the Executive Council may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the Executive Council members entitled to vote.