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Articles of Incorporation Review

The CAP Board of Governors (BOG), led by former member Matthew Albright, researched options and steps needed to alter the Articles of Incorporation. A summary report of the steps needed is here. The BOG strongly encourages the membership to read this summary prior to voting on the Articles of Incorporation measure at the September General Meeting.


The specific cause of the current review project for the Board was concern over Article 8 which declares that the By-Laws are altered by the CAP BOG, not the General Membership. The Board feels that while this is probably worth fixing, it is not of major concern due to Article IV, Item 6, of the By-Laws which states:

A quorum of the Board must be present at a Board Meeting for the transaction of all business. A quorum consists of six Board members. Business will be determined by a majority of those Board members present at a duly constituted Board Meeting; however, the membership will have an overriding authority.

The CAP BOG has maintained the precedent that the general membership has the final say in all CAP matters, thus issues have not arisen. However, should the membership feel the BOG is not respecting the authority of the general membership, it is believed Article IV, item 6 provides a legally defensible position for the general membership to assert its authority on all matters, to include revisions to the By-Laws.


In the summary document, it is noted that there are many other changes that might be needed to the Articles of Incorporation, many of which may be far more significant than the cause of the current review. This review will include many other legal documents that have been added to CAP's existence over the past several decades, often in a very ad hoc and conflicting manner. To sort all this out will be a very long and costly project. We must ensure it is done correctly so we are not faced with similar problems and conflicts when we finish. While it will need to be done at some point, the CAP BOG feels that there are more pressing matters at this time requiring our time and financial resources.


The vote occurring at the September General meeting is Step 1 in the summary document above. We are deciding to move forward with the Article of Incorporation Update by authorizing Step 2: Initial Analysis of Process. We expect this to cost between $1500-$3000 in legal fees, as well as significant time for members of the BOG and/or volunteers in an ad hoc committee dedicated to this review. As noted in the summary, the outcome of this step may also be that no changes are made, but should give us a better idea of the total cost the legal fees and legal filings would require, and what can and cannot be changed.


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