COMMENTS


I. Summary of the several suggested revisions in the Bylaws 
(see eeeha-bylaws-ravlaw-1-2-nrchbar.pdf):

* Art. III, Sec. 5
	special meetings callable by 1/10th of membership
	(previous draft: 1/4)

* Art. IV, Sec. 3
	cumulative voting 
	(previous draft: one vote per office)
	[NB: this change was discussed last board meeting 
	and rejected]

* Art. IV, Sec. 3
	term limits: 5 years with reset after 1 year off
	(previous: no limitation)

* Art. IV, Sec. 5
	if Art. XII is deleted, no compensation except
	as reimbursement

* Art. IV, Sec. 8
	transaction of business lacking a quorum:
	brought into accord with Robert's rules

* Art. VII, Sec. 2
	change name from "audit" to "review" committee:
	"audit" is a term of art with broad implication

* Art. VII, Sec. 2
	committee not more than 1/2 drawn from board
	[previous draft: 2/3]

* Art. XII
	delete entirely:
	no compensation of directors, except as reimbursement 
	of expenses


II. Summary of "certain legal issues" put forward by counsel
(see ravlaw-memo-bylaws-120905.pdf):

* Article X of the Articles of Incorporation is based on old, repealed
statues.  

	Counsel recommends revision:
		to accord with current statutes,

		to allow as far as possible for future changes in
		the ARS,

		and to provide for broadest elimination of liability,
		if this is our intent


	see paragraph in quotes, 3rd from bottom, page 3 of cited
	document

* Add to Articles of Incorporation, if want to provide for broadest possible
indemnification for directors.

	see sentence in quotes, 3rd paragraph from bottom, page 4 of cited
	document

	inclusion of this text as Article XI would remove some restrictions
	on indemnification of directors otherwise imposed by the ARS

	the same restrictions are part of the current Bylaws

	thus no need for a new Article XI of Articles of Incorporation,
	if want to keep Article XI of Bylaws as it is

* Article XI of Bylaws

	allows the board to indemnify an office or agent of EEEHA whether a
	plaintiff or defendant
	is this indended? is it ok?

	current relevant ARS sections:
		include as part of Bylaws, as Attachment A (see cited
		document)

* Article XII of Bylaws

	current relevant ARS sections:
		include as part of Bylaws, as Attachment B (see cited
		document)


III. General:

	counsel writes:

		I also suggest that the board adopt a written
		resolution when it approves changes to the Bylaws
		or Articles.  Please let me know if you would like
		me to prepare such a written resolution.