CRW Governance Update

Larry Kernan


The CRW Board has been considering changes to the documents which guide the governance of the club.  CRW formed a Governance Committee consisting of Butch Pemstein, Doug Cornelius, Lisa Najavits, Rami Haddad and chaired by me, Larry Kernan.  Butch and Doug are both lawyers and lent their considerable legal expertise to this effort.

Our primary motivations were to simplify the documents, combining the sometimes-contradictory Constitution and Bylaws and to change the term of the CRW President from one year to two years.  It is highly unusual for an organization or corporation to have a “Constitution” and it occasionally conflicted with the language in our Bylaws.  It was recommended that we repeal the CRW Constitution and move some of its language into the Bylaws.  The lengthening of the President’s term was driven by me, having served two terms as CRW President during 2019 and 2020.  I believe that a one-year term is not sufficient for an executive to get their bearings and accomplish their objectives especially if change or growth is involved.

Members now have the opportunity to review the proposed CRW Governance documents and have their say.  The CRW Board gave input on these changes at a CRW meeting on April 6th and reviewed the Governance Committee’s recommendations on May 3rd.  At our next Board meeting on June 3rd, the Board is expected to approve the new Bylaws, subject to a vote by CRW members to repeal the CRW Constitution.

So, now CRW members have a say.  Please review the following outline of Bylaw changes and for more depth, review the actual documents.  If you have comments, please forward them to Board members (CRWBoard [at] prior to the June 3rd meeting.  Sometime later this summer, we will invite CRW members to participate in a forum where they will have the opportunity to pose questions to the Governance Committee.  We will then conduct an election in which CRW members may approve the repeal of the Constitution (and thereby, enable the approval of the new Bylaws).  A supermajority of voters (2/3) must approve the repeal.

These are the documents that Members may wish to review:


Hopefully, this process will lead to a set of governance documents which will guide the CRW Board and Officers in their club governance for the foreseeable future.



Summary of Changes to CRW Governance Documents

  1. Rescission of CRW’s Constitution – requires a 2/3 vote by members.
  2. Three separate sections:
    1. Mission
    2. Values
    3. Bylaws
  3. Several sections of the Constitution were moved into the Bylaws
    1. “The affairs of CRW shall be administered by the Board and by the Officers as described in these Bylaws.”
    2. Duties of the Board
    3. Membership of the Board
  4. Officers of the club are nominated by the President subject to Board approval
  5. Acting and Interim President roles
    1. If the President is not able to carry out their duties due to a temporary absence, the EVP shall carry out those duties.  If the EVP is unable or unwilling, the Board elects an “Acting” President to serve during the President’s absence.
    2. If the President resigns, is removed or is unable to complete the term due to illness or death, the Board elects an “Interim” President who serves for the remainder of the term.
  6. President’s term – 2 year terms voted at November meeting in odd-numbered calendar year.
  7. Board elections are open to members in good standing as of August 31st.
  8. Officers, Coordinators and Committee Chairs serve at the pleasure of the President and Board.
  9. Board vacancies
    1. Language is added to include vacancies due to illness or death
    2. The President, if removed, remains a Board member, if also serving as an elected Board member.
    3. Missing a majority of Board meetings during the previous 12 months has been added as a possible cause for removal of a Director.  This clarifies previous language in the Bylaws and Constitution.
  10. Board meetings
    1. CRW must hold a minimum of 4 Board meetings per year
    2. There is no longer any differentiation between Regular Board meetings and Special Board meetings.
    3. Language is added to clarify that Board meetings may also be held online.  Votes may be conducted automatically.  Meetings may be called by the President or by 30% of the Directors.
  11. Removed language requiring the Club’s fiscal year to be a calendar year, but no real change is anticipated or contemplated.
  12. Language that previously existed in the Constitution about the dissolution of the club is now included in the Bylaws.


Larry Kernan is a CRW past President, and currently serves on the CRW Board.