"Over the past several months, I've provided multiple updates in the AEG NEWS, through The AEG Insider, in direct communications to the Section Chairs and at Section meetings I've had the privilege to attend about the ongoing efforts to restructure the governance of AEG. Part of this effort was intended to edit the Constitution of AEG with the purpose of bringing it up to date with California law, which is where AEG is incorporated as a 501c6 corporation.
This article is intended to provide a detailed update on the process undertaken in this effort. A separate (forthcoming) article provides discussion on the process to look at revising our bylaws to adjust to the regional model for our Board of Directors that membership approved in the summer of 2014.
The short answer is that legal counsel has advised us that California law does not recognize a Constitution as a governing document of corporations and that the only governing documents recognized are the Articles of Incorporation (AoI) and Bylaws. What this means is that AEG needs to amend and restate its AoI through a member vote. The amended and restated AoI were approved by the Board of Directors at the 2015 Mid-Year Board of Directors Meeting in April.
At that time, the Board also moved to have the membership vote to approve the amended and restated AoI, and that vote is planned to occur this summer concurrently with the vote for AEG officers. In parallel, legal counsel recommends that the content now included in the Constitution will need to be shifted to our bylaws as part of the bylaws revision process and eventually the Constitution should be rescinded."