SURA Board of Trustees
Elizabeth L. Lawson, Corporate Secretary
Notice of Proposed Bylaws Amendment
October 6, 2005
In accordance with the SURA Bylaws and Virginia law, this notice is provided to members of the SURA Board of
Trustees in advance of its meeting on November 9, 2005, for consideration of the proposed resolutions to amend the
SURA Bylaws and the SURA Restated Articles of Incorporation.
The SURA Executive Committee recommends that the Board consider the following amendments to the SURA bylaws:
Amend Article 4.06, to change the Board quorum requirement of majority to one third (1/3)
Amend Article 3.06, to change the Council quorum requirement of majority to one third (1/3)
The Executive Committee further recommends that the Board consider the amendment of both the SURA Restated
Articles of Incorporation and the Bylaws to include new categories of affiliate members.
Board Quorum Requirement. Current SURA Bylaws, Section 4.06, Quorum, reads “A quorum for transaction of
business of the Board of Trustees shall consist of a majority [emphasis added] of the whole Board, but less than a
quorum shall have power to adjourn the meeting from time to time until a quorum is present.” SURA legal counsel
advises that pursuant to the Virginia Nonstock Corporation Act, SURA’s bylaws may allow for a quorum of its board to
consist of no fewer than one-third of the fixed or prescribed number of trustees. The Executive Committee recommends
that the Board quorum requirement be amended to one-third (1/3). Resolution 05-15 attached.
Council Quorum Requirement. Current SURA Bylaws, Section 3.06, Quorum, reads “A majority [emphasis added] of
the members of the Council of Presidents or their representatives or proxies as described in Section 3.05 above shall
constitute a quorum at any meeting. If a quorum is not present, either in person or by proxy, a majority of the members
present may adjourn the meeting from time to time until a quorum is present.” SURA