Code Council Board Presents 2024 Proposed Amendments to the Code Council Bylaws for Consideration and Approval

This year, the International Code Council Board of Directors presents proposed amendments to the ICC Bylaws and Certificate of Incorporation for ICC voting member consideration and approval. These proposed amendments are the result of extensive consideration and discussion by your Board of Directors and the Bylaws Committee, and we recommend that at this year’s Annual Business Meeting in Long Beach, California, the membership takes action to protect the integrity of its Board of Directors.

These proposed amendments seek to account for the removal of a director from the Code Council Board in extreme circumstances. Earlier this year, the Bylaws Committee, after discussion with fellow Board members and consultation with the Code Council’s internal and external legal counsel, recommended the Board of Directors propose Amendment 2024-1 for Code Council membership consideration. After significant deliberation, the Board of Directors approved the Committee-recommended amendments that are now included within the 2024 Annual Business Meeting Notice and recommends membership approval thereof.

A brief summary of the proposed amendment is as follows:

AMENDMENT 2024-1

Amendment 2024-1 is a combination of proposed amendments to both the ICC Bylaws and Certificate of Incorporation.

• The amendment to the ICC Bylaws provides that a director who has been declared to be of unsound mind by a court will automatically be removed from their position on the Board. This amendment is being proposed in the case of an accident or illness that makes it impossible for a director to fulfill their duties.
• The amendment to the Certificate of Incorporation grants the Code Council Board of Directors the authority to remove a director for cause upon a five-sixths majority vote.

These proposed amendments provide the organization with the ability to act quickly in rare and challenging circumstances. Accordingly, the Board of Directors emphatically recommends their approval. Should you have any questions about these proposed amendments or the Code Council Bylaws or Certification of Incorporation as a whole, please reach out to Will Coffman, Deputy General Counsel, at wcoffman@iccsafe.org. 

As always, we appreciate your devoted commitment to the governance of the Code Council and very much look forward to seeing you in Long Beach for this year’s Annual Conference.

Sincerely,

Stuart D. Tom, President

The Code Council Board of Directors