SUBJECT: Results of Bylaws Referendum Notice of Adoption of Noncontroversial Amendments & Override Procedure

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1 OFFICIAL NOTICE TO: FROM: All Active Members Jack Watford, Director of Communications DATE: September, SUBJECT: Results of Bylaws Referendum Notice of Adoption of Noncontroversial Amendments & Override Procedure The membership adopted Proposals -0 and -0 to amend WBCA Bylaws in the referendum that was held online last week. Proposal -0, which added an NCAA Division I at-large board member position to the Executive Committee, passed by a vote of -. Proposal -0, which reinstated provisions governing procedures for amending the bylaws that were inadvertently omitted from the comprehensive revision to the document that was adopted by the membership earlier this year, passed by a vote of 0-. Both amendments take effect immediately. Per Bylaw.. this serves as official notice that the Board of Directors at its July 0 meeting adopted five () substantive amendments to the bylaws which board members by unanimous vote deemed noncontroversial. The WBCA membership can override any one of these noncontroversial amendments if: (a) at least 00 active members call for an override vote on a proposal within 0 days of its adoption; and (b) a majority of WBCA members who then cast a vote on the override measure vote to do so. Calls for an override vote on any one or more of the five noncontroversial amendments must be made in writing by to Jack Watford (jwatford@wbca.org). Calls must be received by p.m. ET Thursday, December,, to be valid. Each call must specify the number of the proposal in question. If 00 or more calls for an override vote on an amendment is received by the deadline a referendum vote for override of that specific amendment will be scheduled in January. Here is a description of the five noncontroversial amendments in brief: Proposal -0. Restores the allied membership category for businesses and organizations interested in women s basketball and supportive of the association that was removed in the comprehensive revision. Proposal -0. Clarifies that a citation, index, title or heading placed in front of a provision in the bylaws for purposes of indexing and referencing the provision is not part of the provision and, therefore, does not affect in any way the scope, meaning or intent of the provision.

2 OFFICIAL NOTICE September, Page of Proposal -0. Changes the name of the Assistant Coaches Cabinet back to the Assistant Coaches Committee; clarifies that the assistant coach elected at large to the board of directors by assistant coaches serves as chair of the committee; increases from two to three the number of assistant coaches from each collegiate division on the committee; and adds three high school assistant coaches to the committee. Proposal -0. Clarifies that the when the Board of Directors appoints a th board member to ensure gender and/or racial diversity on the board that the th board member is a voting board member. Proposal -0. Clarifies that the Executive Director or her or his designee may serve as nonvoting members on other groups in the association s governing substructure, such as working groups, in addition to committees and councils. The complete text of each amendment including purpose, sponsor, rational and impact statements follows. No further official notice of these five noncontroversial amendments or the procedure for overriding their adoption will be given. Please direct any questions regarding the amendments, the override procedure or the bylaws in general to Jack Watford by to jwatford@wbca.org or by phone to 0--0 ext..

3 0 PROPOSAL -0 Topic: Membership Membership Categories Purpose: Restores the allied membership category that was removed in the comprehensive revision; provides an effective date. Amend Section. as follows: The association corporation assigns shall have members to in different categories per criteria set classes as determined by the Board of Directors, all of them non-stockholding members. All members are non-stockholding members. The categories of membership currently are: The criteria for membership shall be established by the Board of Directors from time to time. At the time of the adoption of these By-Laws, the criteria for membership shall be as follows: Amend Subsection.. as follows: Affiliate members are may include individuals not actively coaching non-professional women s basketball and legal entities interested in women's basketball and supportive of the corporation. Affiliate members include former coaches, retired coaches, athletic directors and other campus-based athletic administrators, game officials, media, conference commissioners and other conference administrators, fans of the sport and faculty; business and nonprofit corporations and associations, clubs, etc., or their representatives; high schools, junior/community colleges, and four year universities; student-athletes at any level. Create new Subsection.. as follows: Allied members are legal entities interested in women s Page of

4 0 0 0 basketball and supportive of the corporation. Allied members include business and non-profit corporations and associations, clubs, etc., as well as high schools, junior/community colleges, four-year colleges and universities, and athletic conferences. Rationale: The expense of making the necessary technical adjustments to the membership database to eliminate the allied membership category outweighs any benefits gained from reducing the number of membership categories by eliminating it. Impact: No impact on members. Financially benefits WBCA by eliminating the need to expend funds to adjust the membership database to accommodate the elimination of the allied category. Comments: () The existing Section. stipulates that membership categories and criteria are determined by the board of directors. Consequently, the board can adopt this amendment without the need of further approval from the membership. () Because the existing Section. contains language referencing membership categories at the time of adoption and this amendment would change those categories listed, Section. must also be amended to remove that language. () When amending a provision in the bylaws it is prudent to use the opportunity to clean up the language in that provision. Page of

5 0 PROPOSAL -0 Topic: General Purpose: Clarifies that a citation, index, title or heading placed in front of a provision in the bylaws for purposes of indexing and referencing the provision is not part of the provision and, therefore, does not affect any way the scope, meaning or intent of the provision; provides an effective date. Create Section. as follows: The citations, indexes, titles and/or headings appearing at the beginning of each article, paragraph, section and subsection are added editorially for reference purposes and are not deemed to govern, limit, modify or in any manner affect the scope, meaning or intent of the provisions of the article, paragraph, section or subsection. Rationale: Titles and headings summarize in a few words what a provision is about, not what a provision says. Adding this provision to the bylaws enables the staff to tweak the titles and headings when necessary to improve them without need of further approval. It also discourages a court from considering the title or heading when interpreting a provision. Including citations and indexes in this language enables the staff to also renumber and relocate provisions to improve the organization of the document. Impact: No impact on members or the association. = Page of

6 0 PROPOSAL -0 Topic: Board of Directors Assistant Coach Director; Committees Assistant Coaches Cabinet Purpose: Changes the name of the Assistant Coaches Cabinet back to the Assistant Coaches Committee; clarifies that the assistant coach elected at large by the assistant coaches serves as chair of the committee; adds an additional assistant coach to the committee in at each collegiate level; adds three high school assistant coaches to the composition of the committee; provides an effective date. Amend Section., Paragraph (i) as follows: One assistant coach elected at large by and from the assistant coach Active and Active members, and who also serves as The chairperson of the Assistant Coaches Committee Cabinet. Amend Section. as follows: The Assistant Coaches Committee Cabinet is composed shall be comprised of three two elected representatives from each of the six () five () collegiate divisions of WBCA active membership who are elected by and from among the assistant coaches within the respective divisions. The three two () members elected in each collegiate division must shall be from different regions. The three members elected in the high school division must be from different districts. The term of service for each member of the members of this Cabinet Committee is three shall be two years. A member may not serve more than two () consecutive terms in the same capacity without at least one year s absence. The chairperson Page of

7 0 0 of the Cabinet is Committee, which shall be elected by the Cabinet shall be the Assistant Coach who serves as a voting member of the Board of Directors. The term of the members of this Cabinet shall be three years (may only serve one term). Rationale: () Changing the name of the Assistant Coaches Cabinet back to the Assistant Coaches Committee keeps it consistent with all other WBCA committees. () The assistant coach elected at large by all assistant coach members has traditionally been the chair of the Assistant Coaches Committee. This was unintentionally changed in the comprehensive revision. This will correct the error. () High school assistant coach members are now active members and thus should be represented on the Assistant Coaches Committee as are the assistant coaches in every other division. () Increasing the number of assistant coaches from each division from two to three increases representation. Impact: No impact on members or the association.= Page of

8 0 PROPOSAL -0 Topic: Board of Directors Diversity Representation Purpose: Clarifies that when the Board of Directors appoints a th board member to ensure gender and/or racial diversity on the board that the th board member is a voting board member; provides an effective date. Amend Subsection.. as follows: The Board of Directors, if it determines it necessary to ensure racial and/or gender representation within its composition, may appoint a twenty-fifth ( th ) voting director from among those Active I members who are part of the underrepresented race and/or gender. Rationale: The existing language of Section. which stipulates that there are voting board members, coupled with the existing language of Subsection.. which references a th director implies that the th director is a voting board member. This amendment, however, makes it clear that this is the case. Impact: No impact on members or the association other than it ensures the director representing an underrepresented gender or race has a vote on all matters considered by the board. Page of

9 0 PROPOSAL -0 Topic: Committees, Cabinets and Councils Purpose: Clarifies that the Executive Director or her or his designee may serve as nonvoting members on other groups in the substructure, such as working groups, in addition to committees, cabinets and councils; provides an effective date. Amend Section. as follows: The Executive Director or her or his designees their designee may serve as will be considered an ex officio nonvoting members member of committees, cabinets, and councils and other groups established as part of the governing substructure of the Association to advise and provide administrative and staff support. Rationale: The existing language of Section. stipulates that the Executive Director or their designee will be considered ex officio members of committees, cabinets and councils for purposes of providing staff support. This amendment ensures that the Executive Director can provide staff support to all groups within the association governance substructure (e.g., working groups, etc.). Impact: No impact on members or the association other than it allows staff support to all groups in the association s governing substructure. Page of