HomeMy WebLinkAbout10/04/2022 - MinutesMinutes of Special Board Meeting October 4, 2022 Page 1 of 1`
RENTON HISTORICAL SOCIETY
MINUTES OF BOARD OF DIRECTORS SPECIAL MEETING
OCTOBER 4, 2022
Attending: Elizabeth Stewart, Daryl DeLaurenti, Robert Wilson, Dan Clawson
Absent: Rhea Kimble
Location: Virtual meeting via Zoom
Call to order: The meeting was called to order at approximately 5:30 p.m.
New Business: Proposed amendments to Bylaws
A quorum pursuant to the Bylaws of the Renton Historical Society approved a motion to amend the
Bylaws of the Renton Historical Society. The approved amended Bylaws are attached.
The most significant amendments are summarized as follows:
1. All references to the Joint Operating Agreement for operation of the Renton History Museum were
removed;
2. All references to “Trustees” were changed to “Directors;”
3. All references to the Washington Nonprofit Corporation Act were removed or updated to
incorporate the legislative changes effective January 1, 2022 including the citations to the Act, the
process for removal and reinstatement of Directors (Art. 5, Sec 2.h-k), electronic notice and
electronic meetings (Art. 9, Secs. 1-5), and liability of Directors to other Directors and to the Society
(Art 5., Sec 2k-l) ;
4. Requirements that the Museum Manager be appointed to the Board of Directors (Art. 8, Sec. 2b)
and to the Executive Committee (Art. 5, Sec. 1.b; Art. 8, Sec. 2.b) were removed.
5. The process for the President’s appointment to the Board Development Committee (Art. 5, Sec. 2f;
Art. 5, Sec. 3.a.5; ) and other committees (Art. 5, Sec. 3.a.5), and the experience requirement for
the President (Art. 5, Sec. 2.g) were modified;
6. A provision for excusing Directors for absence from meetings was added (Art 5, Sec. 2.h);
7. References to “ex officio” Directors were removed;
8. A provision for suspension of ad-hoc or standing committees and assignment of that committee’s
duties to another committee was added (Art. 6, 1st );
9. Requirements that committees meet monthly were removed;
Minutes of Special Board Meeting October 4, 2022 Page 2 of 1`
10. The procedure for signing checks was revised to include the Museum Manager as a check signer
(Art 5, Sec 3.d.4);
11. The role of the Museum Manager was clarified (Art. 8, Sec. 1);
12. A provision requiring the Board of Directors to cooperate with and provide relevant information to
the Museum Manager was added (Art. 8, Sec. 2);
13. The requirements for a quorum or majority at Board and Membership meetings and for Bylaws
amendments were revised (Art. 9; Art 10)
Other less significant changes to the Bylaws were also made.
Adjournment: The meeting was adjourned at approximately 5:45 p.m.
Minutes submitted by Dan Clawson, President