Proposed Changes

I have been working with Deb Smith on several bylaw changes the council needs to consider at the September 15 Council meeting. In separate emails, I will be sending you three Fact Sheets containing the proposed changes and draft bylaw language.

This is not intended to be a comprehensive rewrite of the bylaws. Rather, I believe several time-sensitive issues need to be addressed before the 2027 election.

The most immediate concern is Council membership. Our current bylaws provide for a seven-member Council. Because of one resignation and the death of another Council member during 2026, only five members currently remain. The existing bylaws specifically contemplate continued operation with a minimum of five members when vacancies cannot be filled. That means another vacancy before the February 2027 election could leave the Council below the minimum number contemplated by the bylaws and create a serious question about our ability to continue functioning. Reducing the authorized Council size from seven members to five would address that immediate vulnerability.

Recent elections have also demonstrated a longstanding problem attracting enough candidates to run for Council. A three-year commitment can be daunting to otherwise interested candidates. For that reason, a second proposed amendment would reduce future terms of office from three years to two years while preserving staggered elections. No current member’s existing term would be shortened.

A third amendment addresses midterm vacancies. The current bylaws give priority to the next highest vote-getter from the prior election, but in recent years there often has been no alternate candidate available. The proposed change would retain the alternate-candidate preference but allow the Council to appoint a qualified interim member when no alternate exists. (It currently states in the bylaws that the person would serve only until the next regularly scheduled Council election, at which time the seat would return to the voters, and I propose no changes to that requirement.)

There are also several related technical cleanup changes needed to reconcile the election and staggered-term provisions with the proposed changes and to remove obsolete language relating to the Council’s original election structure.

Process for considering the amendments:

The Council’s own bylaws and the South Carolina Nonprofit Corporation Act establish the procedure we must follow.

Article XII, §12.1 of the bylaws gives the Council authority to alter, amend, repeal, or adopt bylaws. Section 12.2 requires approval by 75% of all Council members then holding office. With five current Council members, and applying the rounding provision in §11.9, four affirmative votes are required for each amendment.

Because the Daufuskie Island Council is a nonprofit corporation without corporate members, S.C. Code §33-31-1020 also governs the amendment process. It requires notice of the directors’ meeting in accordance with §33-31-822(c), meaning that each Council member must receive at least seven days’ written notice that the amendments will be considered. The notice must state that amendment of the bylaws is a purpose of the meeting and must contain or be accompanied by the proposed amendment, a summary, or a statement of its general nature. The Fact Sheets I’m sending you include the draft proposed language, and meet the required notice to Council members.

My proposed changes are supported by South Carolina law. State law permits a nonprofit board to reduce its size to no fewer than three directors; permits bylaws to establish director terms and staggered terms; provides that reducing a term cannot shorten an incumbent’s existing term; and permits the board to fill vacancies unless the articles or bylaws provide otherwise. (S.C. Code §§33-31-803, 33-31-805, 33-31-806 and 33-31-811)

Our bylaws also provide that Council meetings are open to the public, other than organizational meetings. Accordingly, I propose that substantive discussion of these amendments and the votes on them occur at the September 15 public Council meeting. The public will receive advance notice and an opportunity to comment before the Council acts.

I also believe the bylaws are overdue for a broader review. Rather than attempting to address every issue now, I suggest that the 2027 Council establish a Bylaws Committee to conduct a comprehensive review and recommend a modernized, internally consistent set of bylaws.

For September, however, I believe these three targeted amendments address matters that should be resolved before the next election.

Please review the Fact Sheets and proposed language in advance of the September 15th Council meeting.

Thank you!