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 Post subject: By-law amendment proposal
PostPosted: Wed Jun 01, 2011 2:42 pm 
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A group of us would like to amend the proposed by-laws, along the general lines of limiting the terms of the board. We don't think the current board or officers are bad / inept / etc, we applaud their service, and efforts to get to correct and appropriate by-laws for the group. We are not lawyers, what's laid out may not be procedurally or legally correct yet, that's what we hope to achieve. If you are a lawyer and want to set me straight, that would be wonderful. We are members who'd like to tweak things to reflect the dynamism of the organization. (Any posting errors or other screw ups are all mine though)

-- In plain English --
As written, and I'm paraphrasing, so please check the link for the full document above. The board is elected to 3 year terms, the board then elects the officers who serve a 1 year term.

The proposal is to have the officers be elected directly by the membership, and become board members by the fact that they are officers (the statues call this ex officio directors)

The MN state statues are here if you wish to peruse them

The rest of the board would be elected in a separate staggered election. Something like officers in the spring at large members in the fall.

---------- Official amended language (it's just a proposal give us your input) follows ----------

red text is the current text of the by-law being amended -> blue text is the proposed amendment to the by-laws.

Your input is greatly appreciated, I would ask that if you want to propose a different amendment to a by-law article that you.
  • Please copy the whole by-law including the number at the beginning from the existing proposed by-laws linked above (be aware they appeared to have been OCRed and have typos)
  • Please use the same change syntax, I.e. start with the article as written in the proposed bylaws, mark up deletions in red and additions in blue, amendments to amendments would get very messy. If you have the original to your proposed change this allows the proposal of different amendments, as each is complete by itself.
  • Please don't use the forum quote blocks for entire posts, it will get too big, very quickly, if you want to quote a section number from these amendments to show the difference, I think that should work well.

ARTICLE III BOARD OF DIRECTORS

Section 3.1. General Powers - the property, affairs and business of the corporation shall be managed by the Board,
Section 3.2. Number - the Board shall consist of three (3) directors and may be increased or decreased (to not less than three) by affirmative vote of a majority of the members entitled to vote at an annual or special meeting of the corporation.
Section 3.3. Qualification - any member in good standing and l8 years of age or older may be nominated to the Board.
Section 3.4. Term - each director shall hold office for three consecutive (3) years -> one year or a different period set by the Board as necessary in order to effect staggered terms of directors -> not to exceed eighteen months, and until a successor is elected and qualified, or until the death, resignation or removal or disqualification. The Board is authorized to establish staggered terms of directors by dividing the total number of directors into groups. The terms of office of the groups need not be uniform.
Section 3.5, Method of Election - successor directors shall be elected at the members' annual or special meeting of the corporation. The president of the corporation shall serve as the election officer, unless such person has a conflict of interest by virtue of being a candidate for director in that election, in which case, the members present and entitled to vote at the meeting shall appoint an election officer. No candidate for the Board or an office shall serve as an election officer.

ARTICLE IV OFFICERS
Section 4.1. Officers Required - the corporation must have a president, treasurer and secretary, which positions shall be filled by natural persons who are members of the corporation. No person shall hold more than one office. The Board -> The Members shall elect the officers. The Board may elect and appoint other officers as the Board considers necessary for the operation and management of the corporation, each of whom has the powers, rights, responsibilities and terms in office provided for in these Bylaws or determined by the Board -> pending the approval of the membership.
Section 4.2. Qualification - any member in good standing and l8 years of age or older may be elected and appointed as an officer.
Section 4.3. Term - each officer shall hold office for one year and until a successor is elected and qualified, or until the death, resignation or removal or disqualification.
Section 4.4. Method of Election - officers shall be elected at the Board's -> Membership's annual or special meeting of the corporation. The president of the corporation shall serve as the election officer, unless such person has a conflict of interest by virtue of being considered for that office, in which case, the Board members present and entitled to vote at the meeting shall appoint an election officer.


ARTICLE IX AMENDMENTS
Section 9,1. Amendments - unless the Articles of Incorporation provides for members the power to adopt, amend or repeal these Bylaws, these powers are vested in the Board.
(a) The power of the Board is subject to the power of the members with voting rights who can adopt, amend or repeal bylaws adopted, amended or repealed by the Board. Unless the Articles of Incorporation or these Bylaws provide otherwise, at least 50 members with voting rights or ten percent (10%) of the members with voting rights, whichever is less, may propose a resolution for action by the members to adopt, amend, or repeal bylaws adopted, amended or repealed by the Board. The resolution must contain provisions proposed for adoption, amendment or repeal. The limitations and procedures for submitting, considering or adopting the resolution are the same as provided in Minn. Stat. 317AJ33, for amendment of the Articles of Incorporation, except that Board approval is not required.
(b) The Board cannot adopt, amend or repeal a bylaw fixing a quorum for meetings of members, prescribing procedures for removing directors or filling vacancies in the Board or fixing the number of directors or their classifications, qualifications or terms of office. A bylaw amendment to increase or decrease the vote required for a member action must be approved by the members.
© The Board can adopt or amend a bylaw to increase the number of directors, subject to approval by the membership at a regular (monthly) or special meeting.


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 Post subject: Re: By-law amendment proposal
PostPosted: Wed Jun 01, 2011 4:51 pm 
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Just to clarify (I hope this is the right spot for this..)

The officers mentioned in all the statute citations I've seen are president and secretary. We have these, and a treasurer as well.

Are we talking about any additional officers besides these?

And is that really what it comes down to, shorter terms and officers by member elect rather than board? That's pretty easy, if so.

_________________
Riley Harrison
facebook.com/rileyharrison


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 Post subject: Re: By-law amendment proposal
PostPosted: Thu Jun 02, 2011 8:23 am 
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In addition to the changes above, Bob the lawyer suggested we check that the amendments align with the rest of the documents in the board action from May 11 2011. To that end the staggering of the board terms which was broken out into 3 clasess would need to be aligned with the amended rules. This staggering plan only appears in written form in the Proxy part of the package, Here's a draft of that realignment of the Proxy.

The thought is to preserve the staggering concept within the shorter one year terms by condensing the three classes effectively into two, the required officers and treasurer in one class the VP, Develop Coordinator and at large members in the other class. It could be done other ways, this is my suggestion, as the timeline is today if we wish to keep the annual meeting day that has been set and give proper notification.

I'm not sure if the amendment is voted on seperately, and then the originally proposed by-laws or how that would work in the meeting itself and on the proxy statement. I added a 4th item and made item 3 the vote on the Second amended by-laws, I.e the proposed changes.


THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS FOR THE ANNUAL MEETING
OF MEMBERS TO BE HELD ON JUNE 8,2011


The undersigned hereby appoints the Corporation's Secretary as proxy (unless an alternate proxy
appointment is indicated on the next page), with full power of substitution to vote, which the
undersigned would be entitled to vote if personally present at the Annual Meeting (the "Annual
Meeting") of Members of Hack Factory of Minnesota, Inc., doing business as Twin Cities Maker
(the "Corporation"), to be held on Wednesday June 8,2011, beginning at7:00 p.m. Central Time
at 3l l9 East26rh Street, Minneapolis, Minnesota 55406, or at any adjournments thereof, upon
the following matters brought before the Annual Meeting or adjournment thereof, hereby
revoking all former proxies,

1 . To authorize and affirm the staggered terms of the members of the Board of Directors as
follows:
David M. N. Bryan
    Class 2
Karin F. Fitchett
    Class 3
Michael Freiert
    Class I
William Riley Harrison III
    Class 3
Wayne Martinson
    Class 1
Brandon Paplow
    Class 1-> Class 2
Bob Poate
    Class 2

The term of Class 1 directors shall be 2009-2012 -> (Spring) and every three -> one year period thereafter;
the term of Class 2 directors shall be deemed 2010-2013 -> 2010-2012 (Fall) and every three -> one year period thereafter;
the term of Class 3 directors shall be 2011-2014 -> 2011-2012 (Spring) and every three -> one year period thereafter
[ ] FOR [ ] AGAINST
2. To approve and adopt the First Amended and Restated Articles of Incorporation in the form
approved by the Board of Directors and accompanying the Notice of Annual Meeting.
[ ] FOR [ ] AGAINST
3. To approve and adopt the First -> Second Amended and Restated Bylaws in the form approved by the Board of Directors and accompanying the Notice of Annual Meeting'
[ ] FOR [ ] AGAINST
4. To approve and adopt the First Amended and Restated Bylaws in the form approved by the
Board of Directors and accompanying the Notice of Annual Meeting'
[ ] FOR [ ] AGAINST


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 Post subject: Re: By-law amendment proposal
PostPosted: Thu Jun 02, 2011 8:52 am 
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I may have missed it,but my question is take me i am an officer and a board member am i serving 3 years or 1 year and am i on the board because i am an officer or because i was elected to the board. Also if everyone is a one year term and you have 2 classes you are recommending a biannual meeting instead of an annual meeting is this correct. Last thought i can not change classes until after as i am a class 1 member not class 2.


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 Post subject: Re: By-law amendment proposal
PostPosted: Thu Jun 02, 2011 9:26 am 
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Good questions. My understanding is ...

The terms for the board and officers would both be one year, so any term would be one year.

You are a board member because you are a required officer under our by-laws, current and proposed.

Is it a bi-annual meeting, perhaps, the required officers are all in one meeting in the fall, that would fit the definition of an annual meeting to elect officers. I don't know if the other board members election can be at a regular monthly meeting with a pre-notified agenda or whether it needs to become a bi-annual meeting.

I don't believe the current by-laws in effect at this time contain the class concept, so classes should be definable / redefinable prior to being approved, perhaps I'm misunderstanding?


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 Post subject: Re: By-law amendment proposal
PostPosted: Thu Jun 02, 2011 9:53 am 
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section 4.4 annual or special meeting not normal meeting. so we are going to have to call a special meeting every year or switch to biannual. It also means changing everything in the bylaws to reflect the meeting changes.

3.2) Terms. The Directors shall be elected to serve three year terms. That is the current bylaws as part of that if there is existing terms they can not be changed until there completion.

same 3.2 section does set up classing.


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 Post subject: Re: By-law amendment proposal
PostPosted: Thu Jun 02, 2011 10:31 am 
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orion wrote:
section 4.4 annual or special meeting not normal meeting. so we are going to have to call a special meeting every year or switch to biannual. It also means changing everything in the bylaws to reflect the meeting changes..

4.4 speaks to electing officers, that can happen at the annual meeting as written, and officers become ex officio board members. For section 3.5 we would need a special meeting to elect the additional board members, or change the line to "at the special meeting for board elections in the spring of each year".

orion wrote:
3.2) Terms. The Directors shall be elected to serve three year terms. That is the current bylaws as part of that if there is existing terms they can not be changed until there completion.



I don't see the existing terms can't be changed bit in our by-laws, the statue says.
Quote:
An ex officio director serves as long as the director holds the office or position designated in the articles or bylaws.

We have always had one year officer terms, so one year should be fine, the question would be are you and the other named officers ex officio or not. That would be a lawyer question I guess, and might require review of the minutes in question, if they exist.

orion wrote:
same 3.2 section does set up classing.

It describes the concept of classing, but doesn't define the classes, that's what is in the coming by-laws, and part of what we are wishing to amend. I don't see a problem there, but again, I'm not a lawyer.

Thanks for the questions, I think they are helpful and we'd want to address them before proceeding.

Pete


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 Post subject: Re: By-law amendment proposal
PostPosted: Thu Jun 02, 2011 11:50 am 
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I was incorrect on the section it is 3.5 but the fact remains that it is an annual or a special meeting and i do not see it being appropriate to have a standing special meeting for 2 reasons 1. different set of rules apply to a special meeting on how it is called and conducted 2. if it happens every year then it is no longer special and would make it a normal meeting not allowed or a biannual meeting meaning more changes.

existing terms can not be changed
317a.207
(b) Unless the articles or bylaws provide otherwise, a director holds office until expiration of the term for which the director was elected

The one year terms for officers is only half the equation we still have to wait for the remainder of the board terms.

That is correct the section does allow for classes but does not specify them as does the new bylaws the vote is to affirm what members are in what class in accordance to the old and new bylaws. from what i can see no changes are needed to the classing as defined only the terms of office.


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 Post subject: Re: By-law amendment proposal
PostPosted: Thu Jun 02, 2011 1:47 pm 
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orion wrote:
I was incorrect on the section it is 3.5 but the fact remains that it is an annual or a special meeting and i do not see it being appropriate to have a standing special meeting for 2 reasons 1. different set of rules apply to a special meeting on how it is called and conducted 2. if it happens every year then it is no longer special and would make it a normal meeting not allowed or a biannual meeting meaning more changes.


So it could be changed to biannual, but this could happen at a later date.

orion wrote:
existing terms can not be changed
317a.207
(b) Unless the articles or bylaws provide otherwise, a director holds office until expiration of the term for which the director was elected

The one year terms for officers is only half the equation we still have to wait for the remainder of the board terms.


I read the above as the by-laws can set a rule under which the term can be changed. So if the by-laws for directors say something like.
In the event that the length of the term of the directors is changed, the term of any current director is amended to match the new term length.

Do you interpret the statue that way?

Thanks

Pete


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 Post subject: Re: By-law amendment proposal
PostPosted: Thu Jun 02, 2011 2:19 pm 
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I has to go hand in hand with the changes the term limits or we will have and incomplete or conflicting legal document that would delay our use of it as we wait for it to be corrected and approved again.


otto_pjm wrote:
orion wrote:
existing terms can not be changed
317a.207
(b) Unless the articles or bylaws provide otherwise, a director holds office until expiration of the term for which the director was elected

The one year terms for officers is only half the equation we still have to wait for the remainder of the board terms.


I read the above as the by-laws can set a rule under which the term can be changed. So if the by-laws for directors say something like.
In the event that the length of the term of the directors is changed, the term of any current director is amended to match the new term length.

Do you interpret the statue that way?

Thanks

Pete


But that is not how the current bylaws are written and even if we change it we still have to run out the remaining time. That is my read on it.


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