We’ll apologize in advance for using some erudite language (and being a bit verbose even for me) but we wanted to be as clear and specific as possible in response to your questions and comments including a few that may be based on possible misunderstandings. Thanks for your patience while we've been researching answers and making sure our message is accurate.
First and foremost, let us reiterate that for all practical purposes this is a clean up and tidying of our organizational documents, not a big restructuring. For the most part, these will not change the essential mechanisms by which we operate and will not change the major structures of the organization currently in place. The items in the notification packet legally formalize that we have a board, we have rules for meetings, and we have members. This all seems very formal, and it is, however the formal process is necessary for us to continue to do things in the real world such as purchase insurance and sign leases, and know that our basic corporate structure is logical and compliant. While may seem ominous to say that we need to check with the lawyers, we're checking with them to make certain that we are providing accurate information that is well informed, certainly not to hide anything.
In an ideal world we would have gone through this process when we first launched our organization but we didn't know then what we do now. We started with a cheap 'incorporation in a box' that came with no by-laws. We were given a template for by-laws and formed them ourselves into draft by-laws as best we could, and adopted them informally until we could craft an appropriate set. There are a number of problems with the draft set, where they are superseded by state statute, ambiguous, or contained other potential issues. Knowing there was room for improvement, the Board sought assistance from our pro bono attorneys to get the legal foundation of our organization on a firmer footing so that we are able to be around for the long term, and in the near term, and most importantly, be in a good position to apply for tax exempt 501(c)3 status with good underlying corporate documentation.
As many of you know metis, videoman and orion have been meeting with our lawyers on a regular basis since November to craft these documents, while soliciting feedback from the rest of the board, and taking intent from our early club documents, and draft. This has not been a simple task, with lots of what if's, and we have learned a lot about good business practice, and spent many many hours trying to craft and understand all of the bits of the Revised and Restated documents. The entire Board of Directors has read and re-read these, and had them explained, and feels that they are the most appropriate action for the organization.
We as a board felt that it was very important that everyone know what's on the table, and that everyone be able to participate. Even though the board under the current bylaws could technically adopt most of the changes to the bylaws without a member meeting, we wanted to be as inclusive as possible, so everyone is aware of and approves of these changes. This is also why we have gotten these documents out to everyone earlier than the required official meeting notice, and timed the meeting so that we could include as many new members as possible. We very much want this to feel like – and be – an open process so everyone’s voice can be heard. But we also needed as a board to move the process along so that is why we are calling the annual meeting and asking for your approval of these bylaws and articles.
In responses to specific questions:
The agenda is included in the Written Action, as page 23.
The current notification states that we will be voting up or down the items in question. That is pretty much standard practice. In other words, we need to approve or disapprove these corporate articles and bylaws without amending them. If there was a desire to amend them, we would need to call another meeting, and then make those amended articles or bylaws available for everyone to review ahead of the new meeting.
It is generally done this way because impromptu amendments prevent fair notice to all members of what is being proposed and also doesn't allow for proper vetting with our lawyers. If an amendment is deemed necessary and desirable by the members, good practice would be to come to a consensus on the intent of an amendment, have our lawyers write it up, have the Board call a Special Members Meeting with notice of the amended articles/bylaws to be voted
on, notify everyone of the text, and then vote at the special meeting. All told that would take at least 2 weeks to do formally, realistically over a month.
We can certainly do that if necessary but we hope ultimately everyone will appreciate that the articles and bylaws are thoughtful, consistent with our organization’s history and mission, and more or less standard for nonprofit organizations like ours. We also hope members will appreciate the board worked hard on these articles/bylaws to get them in shape. They may not be perfect but we think they will serve the organization well and ensure that we continue to operate in a fair and open manner. The offer us the flexibility to grow, and do not constrain us within our stated goals as a community.
While it has taken a while to wrangle these documents together, the impetus behind these changes has been to be in a good place to file for independent 501(c)(3) status, as well as set ourselves on a solid footing in general We are very hopeful the members of the organization will support these efforts. In terms of time-line, we're hoping to file for 501(c)3 this year, and
to be conservative we plan to make that filing in August. Prior to doing that we need to take care of these legal structure issues. The 501(c)(3) application is lengthy, and we will need to provide significant documentation along with it. There is no guarantee the IRS will approve our 501(c)(3) application, but to give ourselves the best chance we need to take care of these “housekeeping matters”, and then respond accurately, and at length to many pages of questions about our purpose, what we do and have done, and how we operate. Getting these legal documents in order is a first big step and will move things along, and allow us to focus on that application, which we'll need some focused help on from many of you.
If there are other questions/comments, please let us know.