A word from Walter Melion, President of HNA, on our revised Bylaws (on which you will be voting
whether to approve):
Finally, after over a year of painstaking discussion with HNA’s legal adviser Jeffrey Cunard,
the Bylaws Committee (Paul Crenshaw, David Levine, Marsely Kehoe, Perry
Chapman, Ashley West, and I) has completed its revision of the Bylaws, which please find
below. The Board unanimously recommends that the revised Bylaws be
approved.
A brief word about what we changed in the Bylaws and why we changed
them: The Bylaws have been conformed to New York State law (the state where HNA is
officially incorporated) and no longer contravene any of its provisions. Internal contradictions
have been resolved, and procedural clarifications have been introduced throughout the
document to reflect current best practices. Please note that the Bylaws, as is typical of such
documents, focus on issues of governance rather than operating practices. Over the next
couple of years, supplementary charters outlining operating procedures will need to be written
for our various standing committees, as well as for JHNA and HNAR, but such charters, though
complementary to the Bylaws, are distinct from them and do not affect their shape and
content.
We are sharing the Bylaws in advance of a formal vote, which will take place at the annual
Members’ Meeting to be held online on Friday, February 7 th at 12:00 PM (EST) (= 6:00 PM in
Amsterdam). Pursuant to Article 1, Section 5 of the Bylaws, this email and attached file of the
Bylaws are being sent to you not more than 50 days nor less than 10 days prior to the upcoming
Members’ Meeting.
Ballots will be sent on Wednesday, January 29th, allowing those of you who cannot attend the
Members’ Meeting, to cast their proxy vote on the Bylaws.
If you wish to put forward a motion to amend the Bylaws, you can do so either by inserting it on
the ballot or proposing it at the Members’ Meeting.
The draft of the bylaws can be accessed here.