EXHIBIT A
NOTICE OF SPECIAL MEETING OF THE MEMBERSHIP COUNCIL
Thursday, November 6, 2025
TO THE MEMBERS OF MEMBERSHIP COUNCIL
Notice is hereby given in accordance with Section 6.06 of the Bylaws that a Special Meeting of the Membership Council has been called and will be conducted on Tuesday, December 2, 2025 at 6pm virtually on Zoom at the link below:
https://us06web.zoom.us/j/81523231578?pwd=lqMXj9myiNwbE9Zpu2172QaWfKjyRx.1
The purpose of the meeting is:
To vote on amendments to the Revised and Restated Bylaws of North River Commission as amended through October 1, 2022 (“Bylaws”).
The proposed amendment to the Bylaws are as follows:
a. Eliminate: Article IV Membership, Article V Community Congress,
Article VI Membership Council, Article XI Evidence of Membership and
Transfers.
b. Renumber: Article IV Officers, Article V Board of Directors, Article
VI Committees, Article VIII Contracts, Loans, Checks and Deposits, Article
X Seal, Article XI Notices, Waivers and Informal Action, Article XII
Authority to Create Separate Entities, Article XIII Extraordinary Actions,
Article XIV Fiscal Year, Article XV Indemnification, Article XVI
Amendments, Article XVII Savings Clause, Article XVIII Parliamentary
Procedure, Article XIX Character of Meetings.
c. Add: Article VII Donor Relations and Recognition, Article IX
Conflicts of Interest Policy.
d. The Membership-based governance system (Members, Delegates, Community
Congress, Membership Council) is replaced by a Board-centric governance
model, where: the Board of Directors is the sole governing and legislative
body; all officers are elected by the Board, not by Members; Board Members
have defined terms, duties and limits; and community participation is moved
into community-facing committees rather than a formal voting body.
e. Officer positions have been simplified and redefined reducing the positions to
four officers: A President, a Vice President, a Treasurer and a Secretary.
Explicit language has been added for procedures for removal, suspension, and
reinstatement as well as requirements to serve.
f. Article V Board of Directors has included detail and definitions where
composition has been defined as Officers and Members at large. Duties of the
board have been detailed to include the full oversight of finance,
development and personnel. Board shall conduct at least four meetings
annually. Quorum established as a majority. Remote participation is
authorized and donor representatives have been authorized as advisors.
g. New Article VII Donor Relations and Recognition establishes donor
recognition policy, gift acceptance policy, annual impact reporting and donor
privacy policy. Codifies transparency and ethical fundraising standards.
h. New Article IX Conflict of Interest Policy replaces scattered ethics language
with a comprehensive formal policy including definitions, disclosure
procedures, recusal process and annual signed statements aligning with best
practices.
i. Fiscal and Administrative adjustments include an explicit requirement for
annual independent financial review or audit is conducted and reported to all
Board Members. Remote participation in Board meetings has been
authorized.
This meeting is called by the President of the Association pursuant to Section 6.05 of the Bylaws.
Delivered to: Members of the Membership Council, 2900 General Subscribers
Sent via:electronic mail
Date and time of Deliver: Thursday, November 6 at 4pm cst.
