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ASBO International members are being asked to vote on a recommended bylaws amendment. You will be asked to answer “yes” or “no” to the question: “Do you approve of the changes to the ASBO International Bylaws?” The proposed addition to the bylaws is to add the following to Article V, Section 5 of the ASBO International Bylaws as the new subsection (d) which will allow the Board to take action outside of a duly called board meeting.
Any action that could be taken at a meeting of the Board of Directors may be taken without a meeting if a consent in writing, setting forth the action so taken, is approved in writing by all of the Directors. The consent shall be evidenced by one or more written approvals, each of which sets forth the action taken and provides a written record of approval. All the approvals evidencing the consent shall be delivered to the Secretary to be filed in the corporate records. The action taken shall be effective when all the Directors have approved the consent unless the consent specifies a different effective date. Any such consent approved in writing by all the Directors shall have the same effect as a unanimous vote of the Board of Directors.”