GRA marked its fifth anniversary. Membership has grown and much has been achieved. The leadership of our founding directors and members is steadfast and new leadership is being nurtured. It was also time to review GRA's original by-laws. How were they working? Had the original by-laws kept pace with GRA's growth over the last five years? How would they serve us in the future? And last, but most important, were changes needed to foster the growth and vitality of GRA? At the Board Retreat last January, we discussed these questions (and many others) and appointed a Committee to review the By-laws and recommend possible changes. The Committee concluded the by-laws were essentially functioning well, however, some recommended changes were proposed to the Board of Directors. After extensive discussion and several iterations the Board approved several changes which it is presenting to the membership for approval.

All the proposed by-law changes are provided below for all GRA members to ponder. Several are minor and do not merit much discussion. A few are worthy of mention since the Board believes the changes will strengthen GRA in the future. First and foremost, the Board proposes increasing the number of Directors from its current seven (only six are presently seated) to eleven Directors. Nine of the Directors will each serve three year terms which will be staggered so that only three of nine Director positions will turn over in any given year. The increase in the number of Directors is aimed at increasing the leadership ranks of the Association while the staggered three year terms will ensure some stability and continuity at the Board level. Further, the Board is committed to recruiting new Board members from its branches to increase their voice in GRA at the state level. The By-laws Committee is evaluating having the branch presidents serve as members of the Board. GRA members would continue to elect nine of the eleven Directors of the Board.

Another proposed change concerns the two remaining Director positions. The Board proposes the President and Vice President serve on the Board as full voting members for the duration of their term. This will give the two highest officers of GRA equal status with other Directors to vote on matters submitted to the Board. This should foster a closer relationship between the two highest officers of GRA and its Board.

Finally, a change is made to the quorum requirement at GRA's annual meeting of members. The current by-laws require 10 percent of GRA members for a quorum. Historically, this number has been difficult to achieve. The Board recommends lowering the quorum requirement for the annual meeting to 5 percent of its membership or a minimum of 30 members whichever is greater. This should give GRA flexibility to conduct business at its annual meeting, including the election of Directors and by-laws changes, while retaining sufficient membership control.

The proposed by-law changes were to be voted on at GRA's annual meeting, assuming a quorum of the members were present using the current 10 percent quorum requirement. If a quorum was not present GRA will have a postcard and/or electronic election on the proposed changes.

Below is a redline/strike-out of the proposed changes:

SECTION 1: NUMBER OF DIRECTORS
The corporation shall have seven (7) directors eleven (11) Directors and collectively they shall be known as the Board of Directors. The number may be changed by amendment of this Bylaw, or by repeal of this Bylaw and adoption of a new Bylaw, as provided in these Bylaws. The President and Vice-President shall serve on the Board of Directors and shall hold two (2) of the eleven (11) Director positions.

SECTION 4: TERMS OF OFFICE
Nine (9) of the eleven (11) Directors shall hold office for a term of three (3) years except for the Directors who hold office in 1997 who shall serve either one (1) year or (2) year terms depending on which class of directors they fall into. The nine Directors shall be divided into three (3) classes, such that terms of one-third (1/3) of the Directors shall expire each year. Each director shall hold office until the next annual meeting for election of the Board of Directors as specified in these Bylaws, and until his or her successor is elected and qualified. expiration of the term for which elected and until a successor has been elected. Two (2) of the eleven (11) Directors shall also serve as the President and Vice President of the Association and shall serve as Directors during the term of their office.

Directors with three year terms shall be elected at the annual meeting of the Association. Such elected Directors shall hold office for a term of three (3) years until the third annual meeting following their election.

SECTION 13: QUORUM FOR MEETINGS
A quorum shall consist of not less than three directors or one-fifth of the total number of directors, whichever is larger a majority of the Directors seated.

SECTION 6: DUTIES OF PRESIDENT
The President shall be the chief executive officer of the corporation and shall, subject to the control serve as a voting member of the Board of Directors, supervise and control the affairs of the corporation and the activities of the officers during his/her term. The President shall serve as a voting member of the Board of Directors during his/her term.

SECTION 7: DUTIES OF VICE PRESIDENT
In the absence of the President, or in the event of his or her inability or refusal to act, the Vice President shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on, the President. The Vice-President shall work closely with the President and become familiar with all aspects of the corporation's affairs and programs. The Vice-President shall also serve as a voting member of the Board of Directors.

SECTION 5: QUORUM OF MEETINGS shall be amended as follows:
A quorum shall consists of ten five percent (10%) of the(5%) or no less than thirty (30) voting members of the corporation whichever is greater in order to conduct general business.