NOTICE OF PROPOSED BYLAW AMENDMENT
To Be Voted Upon at the General Membership Meeting
Thursday, April 23, 2026
TO: All Members of the Oakland Latino Chamber of Commerce
FROM: OLCC Board of Directors
DATE: April 1, 2026
RE: Proposed Amendment to Article XIII – Amendment of Bylaws
PURPOSE OF THIS NOTICE
Pursuant to Article XIII of the OLCC Bylaws, the Board of Directors hereby provides formal notice to all members of a proposed amendment to the Bylaws. This amendment will be presented for a vote at the General Membership Meeting on April 23, 2026. Your participation is important.
PROPOSED AMENDMENT: ARTICLE XIII, SECTION 1
Current Language
“These Bylaws may be amended or repealed by 2/3s of the membership present at a properly noticed general membership meeting.”
Proposed New Language
“These Bylaws may be amended or repealed by a 2/3 majority vote of the Board of Directors present at a properly noticed regular or special meeting of the Board of Directors.”
WHAT THIS CHANGE MEANS FOR MEMBERS
If approved, this amendment will transfer the authority to amend the OLCC Bylaws from the general membership to the Board of Directors, subject to a 2/3 majority board vote. Key points:
- Future bylaw changes would be decided by the Board of Directors rather than a membership vote.
- The 2/3 threshold is a high bar — it requires strong board consensus before any bylaw can be changed.
- This is a common governance structure for nonprofit organizations and promotes operational efficiency.
- This change does NOT affect member voting rights for elections, asset disposition, mergers, or dissolution, which remain protected under Article III, Section 8 of the current Bylaws.
RATIONALE FOR THE PROPOSED CHANGE
The Board of Directors recommends this amendment for the following reasons:
- Efficiency: Convening a full general membership meeting solely to amend bylaws is time-consuming. Vesting this authority in the Board allows the organization to respond more nimbly to governance needs.
- Governance Best Practices: Many California nonprofit organizations vest bylaw amendment authority in the board of directors, consistent with the California Nonprofit Corporation Law.
- Accountability: The Board remains accountable to the membership through annual elections. Directors who make poor governance decisions can be voted out.
- Strong Safeguard: Requiring a 2/3 majority of the Board ensures no bylaw change can be made without broad consensus among directors.
HOW TO VOTE
This proposed amendment will be presented for a vote at the General Membership Meeting:
Date: Thursday, April 23, 2026
Time: 5:00pm – 6:00pm
Location: 341 – 13th Street, Oakland, CA 94612
To vote, you must:
- Be a member in good standing with current dues as of the date of the meeting (validated by the Board of Directors per Article VIII, Section 3).
- Be present at the general membership meeting on April 23, 2026.
- The amendment will pass if approved by 2/3 of the members present at the meeting, consistent with the current requirements of Article XIII, Section 1.
QUESTIONS OR COMMENTS
Members wishing to ask questions or provide input regarding this proposed amendment prior to the meeting may contact the Rafael Godoy in writing at rgodoy@godoylegal.com.
All members are also welcome to speak during the discussion period at the April 23rd meeting before the vote is called.
