The Board of Directors of Lael Inc. recommends these proposed amendments to the Bylaws of Lael Inc. as Amended and Restated January 29, 2017.
These amendments will be voted on at the annual meeting of the Corporation Jan. 25, 2026 following the regular church service (approximately 11:45 a.m.) in the sanctuary of First Presbyterian Church, 405 S. Van Buren Street, Moscow, Idaho.
Note: Members of the Corporation are all persons on the Active Rolls of the First Presbyterian Church of Moscow, Idaho.
| The PROPOSED AMENDMENTS are as follows (italics indicate new or revised text): | The sections to be amended CURRENTLY READ as follows: |
| Article IV Board of Directors | Article IV Board of Directors |
| Section 4.1 Eligibility. Five to seven members of the Board of Directors shall be members of the Corporation. Two members may be members of the local Christian community. Local shall be considered within 40 miles of the principal office of the Corporation. | Section 4.1 Eligibility. Seven members of the Board of Directors shall be members of the Corporation; one member shall be a member of the Bovill Presbyterian Church, unless no member is interested in serving as a director, then a member of the local Christian community shall be elected to fill this position. Local shall be considered within 40 miles of the principal office of the Corporation. One member shall be a member of the Darrel and Nancy Bozett family, unless no family member is interested in serving as a director, then the position shall be filled by an elected member of the Corporation, until such time as a Darrel and Nancy Bozett family member comes forth willing to serve as a director. |
| Section 4.3 Number, Term and Election. The Board of Directors shall consist of seven (7) to nine (9) Directors. Each Board Member will be elected for a term of three years, and each class will consist of two or three Board members. | Section 4.3 Number, Term and Election. The Board of Directors shall consist of nine (9) Directors. Each Board Member will be elected for a term of three years, and each class will consist of three Board members. |
| Section 4.8 Vacancies. Any vacancy occurring in the Board of Directors as the result of an expired term will be filled by the nominating committee nominating a replacement who will be elected at a meeting of the members. For any vacancy occurring in the Board of Directors due to a resignation, the Board of Directors will appoint an eligible person to fill the vacant position until the next meeting of the Corporation, at which time the nominating committee will present the appointee for election by the members. | Section 4.8 Vacancies. Any vacancy occurring in the Board of Directors will be filled by the nominating committee nominating a replacement who will be elected at a meeting of the members. |
The reason for these proposed amendments is that fewer enrolled church members seem to be interested in serving on the Lael Board making the existing eligibility criteria too restrictive in our current situation.
The proposed changes to Section 4.1 will extend eligibility to serve on the Board to people who attend First Presbyterian but are not on the active rolls, and also to the wider Christian community (which could include members of the Bozett family, Bovill Presbyterian Church, or other local churches). While the majority of the Board will be made up of those on the active rolls of First Presbyterian Church, up to two friends of Lael who are not enrolled members may serve on the Board. Currently we are allowed only one non-FPC member.
The proposed change to Section 4.3 will allow the option of having fewer Board members (a range of 7 to 9) if a sufficient number of nominees cannot be identified to fill out a full 9-member board.
The proposed change to Section 4.8 would allow the Board to appoint an eligible person to temporarily fill a position that becomes vacant as a result of a resignation. The appointed person would be presented for election at the next Corporation meeting. This would enable the Board to continue to function effectively without placing additional work on the remaining volunteer board members.
Neal Wallen
President, Lael Inc.