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 Post subject: Questions about the Annual Meeting
PostPosted: Fri May 20, 2011 8:26 pm 
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Please use this thread for all questions related to the Annual Meeting. Keep in mind that a number of questions may need to be answered by our counsel, so you may not get as prompt an answer as we would like to provide.


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 Post subject: Re: Questions about the Annual Meeting
PostPosted: Sat May 21, 2011 3:06 am 
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Please do not take anything here as a criticism of the current board or the wonderful efforts they have been making.

This is a board centric organization. While I accept and mostly agree with the rational behind this I feel that some more authority should be granted to the membership at large.

Firstly three years is to long for board terms. Statue is one year, but I like the idea of staggered terms. I propose that the bylaws set the limit at two years and that we stagger the terms to reflect that.

Officers do not have to be members of the board, and are appointed by the board. While that makes sense in some respects, again members have little say in the decisions that represent the face of the community. I'd like to see the term of office for the three statutory officers (President, Treasurer and Secretary) along with the Vice-President expanded to two years and given automatic board status. That way the membership as a whole would get to vote for them.

Proxies held by the board as a whole should be limited to one annual or special meeting. That would avoid the possibility of a future board banking disinterested members proxies and therefore overriding the wishes of the active and interested members.


Section 2.15. Action Without a Meeting - an action required or permitted to be taken at

a meeting of the members may be taken without a meeting by written action signed, or consented

to by authenticated electronic communication, by all the members entitled to vote on that action.

The written action is effective when it has been signed, or consented to by authenticated

electronic communication, by all of those members, unless a different effective time is provided

in the written action.


This reads as if every member must acknowledge the action before it can go forward. In the unlikely event of the membership as a whole needs to take an action without a meeting and therefore a quorum, this seems to defeat its purpose.

I may have more later.


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 Post subject: Re: Questions about the Annual Meeting
PostPosted: Sat May 21, 2011 11:46 am 
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Very thoughtful post, Judeling.

I would like to add some comments of my own.

I don't think we're a board centric organization. I do think that some of our most active and vocal members ended up on the board. For myself, I'm far more active as a member than I am as a board member. The distinction might not be obvious, but it's there.

I do believe that more authority AND responsibility should be taken by the membership at large. I don't see it as the boards to grant, but for members to reach out and grab.

The 10x project, I think, is the best example of this. What you guys did with that was incredible. Everything was set up and run by members, to great effect. I'd like to see more of this.

Another example is the great turnout of members to do stuff at the science museum event. I would have been sunk without riggerJeff.

Members need to step up and take charge of things. Members need to show up and participate in the board meetings. I lose track of the number of times we've had a board meeting to talk about important stuff, and only 1 or 2 (or zero) members show up. I guarantee, tho, their voice was heard.

I can't speak to the whole proxy thing; my gut tells me that we can't do what you said, as far as banking proxies. We shouldn't be able to do that, in my opinion.

Lastly, as I read that last bit about written action, my understanding is that it's saying that rather than vote (or take other action) in person, a member may write in or email their vote (or other) for that one time. I don't think it requires all members, I think it allows all members, to do so. But, again, not a lawyer here, and I'd welcome clarification on this.

The last thing I have to say, and this is very important to me, is this: It sounds like some of this might be arising due to a concern that a) members voices are not being heard, and/or b) decisions are being made by the board contrary to what our members want. If this is this case, or if you (or anyone ) thinks this is the case, I want to know about it, as that needs to be dealt with at once.

Our only purpose as a board is to be here for the members and serve them. If that's not happening, I want to know, and change it.

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 Post subject: Re: Questions about the Annual Meeting
PostPosted: Sat May 21, 2011 11:57 am 
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Orkraider wrote:
...
Lastly, as I read that last bit about written action, my understanding is that it's saying that rather than vote (or take other action) in person, a member may write in or email their vote (or other) for that one time. I don't think it requires all members, I think it allows all members, to do so. But, again, not a lawyer here, and I'd welcome clarification on this.
...


I believe that section does indeed require all members to support an action to be taken without a meeting. It appears to be a direct copy & paste of MN Statute 317A.445, which is actually titled "UNANIMOUS ACTION WITHOUT A MEETING"

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 Post subject: Re: Questions about the Annual Meeting
PostPosted: Sat May 21, 2011 1:36 pm 
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i heartily agree with all of riley's response (excepting the interpretation of the electronic action bit, which i'm unclear on myself). one of my biggest frustrations on the board has been getting people to participate in the board related decision making process, and having them outright refuse, or say they don't care. we routinely have to move the board meeting to another room so that we don't interrupt other members who don't wish to participate.

we on the board are also members, and the majority of what we do within the community has *nothing* to do with our status as board members. taking out the trash, helping at events, working on projects in the space, asking others what they're up to, these are all things that our most active members do, and several of our most active members happen to serve on the board. even the space planning committee is member driven, although about half of the folks interested in working on it are also board members. the board is very visible, because most of us are in the space several times a week, and as such folks tell us what's going on, so others ask us for that info as well. similarly i often ask you (judeling) or jrsphoto about something because i know that you're active members who know what's happening.

in regard to board term length, officers, proxies and the electronic meeting clause i'd like to get our lawyer to weigh in on various parts of those. i believe i understand how we came to all of those pieces, but don't want to misrepresent something.

i do recall that several sources pointed us at 3 year terms as good practice.

i believe that proxies do not have to be assigned to the secretary, they can be assigned to another member, can be revoked and are invalidated by showing up at a meeting (if i understand everything correctly).


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 Post subject: Re: Questions about the Annual Meeting
PostPosted: Sat May 21, 2011 2:24 pm 
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Orkraider wrote:

I do believe that more authority AND responsibility should be taken by the membership at large. I don't see it as the boards to grant, but for members to reach out and grab.
...
Members need to step up and take charge of things. Members need to show up and participate in the board meetings. I lose track of the number of times we've had a board meeting to talk about important stuff, and only 1 or 2 (or zero) members show up. I guarantee, tho, their voice was heard.


Thanks Orkraider, I agree, and would like to comment on member involvement. I was involved in both the 10x build and Make Day, and I agree most things can, and arguably should be run by the members. Here's my take on it for those who may be new to TC Maker.

Members:
TC Maker is your group, it should reflect your interests, and be doing what you feel is valuable, if it's not, you should take corrective action, and that in general means you should build interest and consensus for your goals, and start working on them. If you don't have time to actively lead the initiative, then you know why it's not happening, asking the board to "make it so" wont change things, they'll need to find a leader for the initiative too, and that's not their role, they exist to provide the maker infrastructure to enable the members to do.

On meetings:

I've been to a few, I'd like to go to more, but given that Weds Night might be my only time to actually make something, and that I typically spend 1/2 of my Weds evenings talking to prospective members and / or CNC enthusiasts, dedicating one of those nights to do nothing but sit in a meeting and endure long discourses on folks opinions about xyz is not something I'm willing to do.

I believe Jude stated quite eloquently the outline for the appropriate board meeting process, which should be an hour or less, and be something like:
  • Review and approve the minutes from last time ( as a brief summary, unless there are qestions)
  • Update the members on current business that is board specific (I.e out of view of most members)
  • Get reports from any committees with current business, (the member(s) leading a 10x or Make Day, or Makerfaire seem logical)
  • Ask for any new business, motions etc (discussion needs to be strictly limited, keep the bike shed decorating for beers and conversation after the meeting)
  • Thank everyone and invite any and everyone, member or not, to chat informally with the board members, if they have questions etc.


When the board can follow an agenda, and limit debate, tabling issues when needed, I'll be there.

The Board's role - IMHO:
The business of the group is why the board exists, and I'd prefer to see that be the board's focus, as the current meetings are in general a disaster. Being on the board and dealing with the group business, being on one and often more committees, and coordinating interest and activities of perspective members and external groups is too much to do. I'd suggest the board delegate, and that committees in general be run by non-board members. Given that the board can only ask for member help, delegation is more about appealing to members to support the activities they value, enlightened self interest you might say. If non-board members can't be found to chair a committee / organize an event etc, perhaps the activity is not a good fit for the group at this time?! Similarly if the space is a disaster the board can appeal to the members to organize, clean, peer-pressure others, and whatever else it takes to make the space fit our common vision. I think that's it. I salute the board members for taking on a job that has great responsibility, and open's them to frequent criticism while providing very little authority to direct change. I picture the job like that of a zoo keeper that needs to heard cats to one side of a pen while the monkey's next door are flinging poop on them.
(Buy those folks a drink, after the meeting ;) )


Pete


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 Post subject: Re: Questions about the Annual Meeting
PostPosted: Sat May 21, 2011 8:13 pm 
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Pete: nailed it. Upvote for you sir, well done.

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 Post subject: Re: Questions about the Annual Meeting
PostPosted: Sat May 21, 2011 9:48 pm 
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Judeling, you've brought up some interesting stuff.

I'm going to ask for a little bit of clarification.

Is it the case that you want:

1. to suggest (move?) that we make some or all of these changes,
2. discuss them,
3. and vote on them as members,

all at the planned all members meeting next month?


If that's not what you're asking, give me a little more.

If that is what you're asking, then I want to ask the folks who know, how do we do this? Can this happen at that meeting? Does it need to happen before? Does it have to wait until a later date, now that we've finally got all the eyes crossed and teas dotted by our lawyer?

I guess another area I'm wondering about in all this, was there a forum for discussion about what all might be happening to the bylaws and such, so that members who were interested in changes (such as Judeling stated above) would have had a chance to say, "Hey, we think the bylaws should be changed thusly, can we vote on that and make it so?"

What it all comes down to, I guess, thinking as I type, if members want changes to our bylaws, what's the process?

It's very possible that the process for this is described in detail in our current stuff, I will be looking at that once I'm awake and not groggy.

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 Post subject: Re: Questions about the Annual Meeting
PostPosted: Mon May 23, 2011 12:00 am 
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Let me respond with a statement first.

I don't know all the members. Perhaps even more telling all the members don't know me. As the person most often at the space this shows just how far we have come. I applaud the board for anticipating much of this and working to put in place the structures that will continue the success we have already had.

That we need some more structure is apparent. We are long past the point where a strictly ad hoc doacracy can successfully support the varied and changing interests of our expanding member base. I myself can no longer look around and on my own decide to build a bench or rearrange an area. At the same time running to the board to approve the rearrangement or permission to build the bench makes no sense. Some formal mechanism must be developed to just let the space function. I am sure that with that in mind the development of the bylaws was undertaken.

Having said that let me discuss my concerns with them.

Three year terms for the board are too long. This is not a criticism of the current or past board members nor is it a criticism of the actions the board has taken. While I may disagree with some decisions and may have some conflicts with board members from time to time what I am concerned about is that with the dynamic changes and continued growth the ability of the board to represent the membership as a whole and its various parts will unconsciously be impeded. It also represents a major commitment for any member that chooses to run for the board. While I know the board anticipates a reduced commitment of time for its members I am not so optimistic at least over the foreseeable future. By requiring such a major commitment we are limiting the candidates possible and so will as an organization have a reduce capacity to have our views (with the best intentions of the board) represented. I realize that the class structure proposed for directors is an attempt to address some of this. But in light of some other changes I feel it falls short.

Separating the officers from the board and appointment of them by the board while well intentioned seems counter productive. While the qualifications for officers and the board remain the same and while both the officers and the board are precluded from compensation moving the officers off the board makes little sense. (By officers I am referring to those enumerated in the bylaws, President, Secretary, Treasurer and Vice-President). Those officers are the day to day face of the community and as such I believe should be directly elected by the community as a whole, not the one step removed by the board. For effective functioning of the board those officers should be present at the board meetings anyway, giving them the responsibility without the power seems an undue burden in addition to their increased commitment.

Those are my two major concerns. I do have a proposal to address them.

The board is increased by one.
The board is composed of the four enumerated officers and four at large directors.
The Enumerated officers shall be elected by a majority vote at the members annual meeting.
At large directors are of two classes of two year terms such that one half of the at large directors are elected at the annual members meeting. These directors shall be those candidates receiving the the top two vote totals.
Officers elected at the meeting cannot be simultaneously at large directors. Election as an officer shall be deemed as resignation of any other directorship.
Any vacancy on the board due to election or prior resignation shall be resolved at the annual members meeting.


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 Post subject: Re: Questions about the Annual Meeting
PostPosted: Mon May 23, 2011 11:41 am 
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without digging into the details of judeling's proposal, and speaking generally, the idea of a board serving 3 year terms is to provide significant long term stability for the organization. it is NOT to deal with ongoing management, and day to day work. there is oversight there, but the goal is to have a stable rudder that is focused on the long term stability of the organization, with terms long enough that board members can gain the experience necessary to deal with the various issues that come up once every few years rather than trying to reinvent the wheel every time. it also makes very clear the significant legal responsibility that a seat is, rather than a fun lark to be undertaken for a year.

one can not direct a ship for the long term with a different navigator every hour, and there are reasonably simple means by which a board member(s) can be replaced if they're not performing to the satisfaction of the members.

rather than sweat the day to day details, the board would elect persons who they feel can do more of the routine management in a more flexible way, the officers. currently we elect the board, who then elects new officers from those on the board every year. the change was to provide for more flexibility in the officers, and to allow for persons less interested in steering and more in day to day work to be able to participate without the longer commitment.

the board is NOT there to be deciding that we need a new sanding belt, (once we have the funds to have a dedicated tool maintenance fund, and a few shop managers/management committee to oversee that budget) but to step back, look at member numbers, and costs and determine if we are meeting our goals as an organization to provide opportunities for learning and creativity, and identify directions to maintain that. NOT micromanage things.


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