On June 6, 2020, the Board of Directors for Blue Stars, Performing Arts for Youth, Inc. approved two changes to the organization’s by-laws. These changes were adopted as a result of the recent Covid-19 pandemic to make certain the organization can function legally while complying with social distancing and travel restrictions; and we are able to respond to any unforeseen issues that may arise in the future. These changes will go into effect on August 5, 2020.
Approved Revisions
Article IV, Section 8
A quorum consisting of at least six (6) members of the Board shall be required for conducting all official business. Board meetings may be held in person or through electronic means.
Previous version
A quorum consisting of at least six (6) members of the Board shall be required for conducting all official business. At least five (5) members must be physically present at the meeting; one (1) board member may attend via electronic means to complete the quorum.
Approved Addition
Article VIII, Section 4
The Board of Directors may adopt by-laws that are effective only in and for the duration of an emergency. As used herein, the word “emergency” shall mean a catastrophic event that prevents a quorum of the Members from being readily assembled or assembled in time to act. Emergency By-laws are subject to amendment or repeal by a majority vote of the Board of Directors or by the Membership. Emergency By-laws may provide special procedures necessary for managing the corporation during the emergency, including but not limited to: (a) procedures for calling a meeting of the Board; (b) quorum requirements for the meeting; and (c) designation of additional or substitute Directors. Provisions of the regular By-laws that are consistent with the emergency By-laws remain effective for the duration of the emergency. Emergency By-laws shall automatically be revoked and of no effect at the end of the emergency. Corporate action taken in good faith in accordance with the emergency By-laws binds the Corporation and may not be used to impose liability on a Director, Officer, Member, employee or agent of the Corporation.
