NOTICE IS HEREBY GIVEN, to the Members of USA Field Hockey, that an election will be held online, beginning on FRIDAY, APRIL 25, 2014, concerning amendments to the US Field Hockey Association Articles of Incorporation.
The Board of Directors of the United States Field Hockey Association, Inc., a Colorado nonprofit corporation (“USFHA”), has approved Articles of Amendment to the Articles of Incorporation of USFHA (the “Proposed Articles of Amendment”) for submission to the membership of USFHA for consideration. The Board of Directors recommends that the Voting Members approve the Proposed Articles of Amendment. The Proposed Articles of Amendment are set forth here.
By way of background, the Articles of Incorporation of USFHA (the “Articles”) currently provide that the members of USFHA have the power to amend the Bylaws. However, the Amended and Restated Bylaws of USFHA (the “Bylaws”) currently provide that the Board of Directors of USFHA has the power to amend the Bylaws. Therefore, the purpose of the Proposed Articles of Amendment is to (i) correct the inconsistency between the Articles and the Bylaws by providing the Board of Directors with the power to amend the Bylaws, (ii) provide that the voting rights of USFHA members may, from time to time, be limited as set forth in the Bylaws, and (iii) state that the corporation has voting members, which is a statement required to be in the Articles.
If approved by the Voting Members, the Proposed Articles of Amendment would vest the power to amend the Bylaws solely with the Board of Directors. These Proposed Articles of Amendment are being put forward for two reasons. First, the discrepancy between the Articles and Bylaws creates uncertainty in governance issues, and in order for USFHA’s governance to run smoothly, this discrepancy needs to be addressed. Second, the United States Olympic Committee (USOC) is strongly encouraging National Governing Bodies to adopt a governance structure that calls for day-to-day management by the staff, with oversight by the Board, and the ability of the Board to amend the Bylaws is an important part of that governance structure. The USOC’s letter in support of this structure can be found here.
NOTICE IS FURTHER GIVEN, that the record date for eligible voting members, is TUESDAY, APRIL 15, 2014 at 12:00am MST. Eligible voting members will receive online voting instructions at a later date.
USA Field Hockey Board of Directors