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 Post subject: Re: Questions about the Annual Meeting
PostPosted: Fri May 27, 2011 10:03 pm 
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I have 2 thoughts I'd like to share, keeping in mind that these are my opinions as a member only, and not any statement of policy as a board member.

First, I've been at every board meeting, and almost every Wednesday night open house, since mid October.

I don't recall a single instance prior to the last 2 weeks of a single member talking about wanting to make general changes to the bylaws, or specific changes to term lengths.

I have heard other issues raised, loudly, and often, such as transparency, communication, moderation style, personality conflicts, and figuring out how a board member election should happen in real life.

Am I missing something here?


I'm not trying to be snotty, I'm really asking a sincere question.

Is it the case that these points were raised, and I missed it?

Second, it's my understanding that having an improved set of bylaws that works for us as an organization is essential to moving forward in our quest to gain non profit status.

I would very much like to put forth the possibility that we look at the proposed bylaws, pass them as they stand at the annual meeting, and begin a discussion as to what we might want to amend or change in the future.

One benefit of this would be that all of us would have a much better idea of what our current bylaws are, as a starting point for discussion.

We could then make sure that the process of discussion, proposing changes, and taking action on those proposals, is clearly understood by all those who wish to take part in said process.

I'm all in favor of all of us as members being able to voice our opinions as to how our organization should work, in fact, I demand it.

I do think, however, that this should happen in an atmosphere of polite discourse, well thought out, as part of a plan, rather than in fits and starts in the last 2 weeks before a big vote.

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 Post subject: Re: Questions about the Annual Meeting
PostPosted: Fri May 27, 2011 10:19 pm 
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That I think might be a good idea to pass and then amend. That is a really good suggestion and I think it is a great way to proceed.

I think the reason that people haven't voiced an opinion is because there was no platform to stand on, by which I mean nobody asked us for input, if you did and I missed it, I apologize.


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 Post subject: Re: Questions about the Annual Meeting
PostPosted: Fri May 27, 2011 11:43 pm 
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So to jump in here, with what I hope will be considered both polite, and well thought out.

I happen to agree with Paul, and having read the statues, ( no really ) what he's suggesting are actually the "default" state for a non-profit organization. (I.e. if the bylaws don't speak to terms or the election process terms are one year and the officers and / or directors (board members) are elected by the membership) it is also possible for the board to appoint the officers, but it's not required.

Excerpted here for your reviewing pleasure.
Quote:
317A.207 TERMS.
Subdivision 1.Length.

(a) Directors are elected or appointed and hold office for fixed terms provided for in the articles or bylaws. A term of a director, other than an ex officio director, may not exceed ten years. If the articles or bylaws do not provide for a fixed term, the term is one year. An ex officio director serves as long as the director holds the office or position designated in the articles or bylaws.


Quote:
317A.321 OFFICERS CONSIDERED ELECTED.

In the absence of an election or appointment of officers by the board or the members with voting rights, the person exercising the principal functions of the president or the treasurer is considered to have been elected to the office.


So here's my question, given that everyone is being asked to attend and vote to approved the by-laws, can we not also ask them to vote on amending them?
Here's the two possible issues I see, and why I believe they are not a problem:
  • We don't have enough time to notify the members
    • In fact the members have been notified we will be voting on the by-laws, and the current by-laws (the ones labeled "Draft" in the wiki do not allow proxy votes, so we don't need to worry about those who cannot attend in person they have no voice given the current by-laws
  • We don't know if these changes are legally acceptable
    • Given that what is proposed is the default "standard" in the statues, it seems impossible that the suggested terms and method of election are illegal

So in 50 words or less, why can't we have a motion to amend the by-laws and then vote on it at the annual meeting? This would be part of item 6 on the proposed agenda "other matters"

If there's a good reason, we could accept the proposed by-laws and then amend them at another meeting, but that seems like additional hoops to jump through for no reason as far as I can tell.

Thanks

Pete


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 Post subject: Re: Questions about the Annual Meeting
PostPosted: Sat May 28, 2011 6:09 pm 
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I'm loving the discussion and exchange of ideas here, I think it's essential.

I do want to throw out a couple things that popped into my head.

These are my thoughts as a member, not as part of the board, fyi.

First of all, in my opinion, our default setting as an organization should be "please give us your input". Whatever we've got going on, the best things I've seen happen at our space have come about from people putting in their 2 cents worth.

For myself, I'm open to, and wanting, input from anyone, about anything, at all times.

I am now specifically asking for input from y'all about your thoughts on this process, and how it can go better.

I also know that I want the members meeting, the voting that happens there, and the discussions, to be as inclusive as possible. If we got 100% turnout, that would be wicked cool.

Would someone be willing to take some of these ideas that are floating around, and take charge of putting them into a coherent form, so we can start talking about some of the possible ammendments?

At this members meeting, I expect to have a huge turnout. It would be really slick if we could say at that point "By the way, this is some of the stuff some of us are thinking about changing, is there enough interest to go ahead and discuss having another members meeeting to vote on these, or not?"

I"m not offering to be the one to collect these thoughts, but I'm talking about some of the ideas that have been floated, such as:

1. Changing the terms of board members / directors AND/OR officers.
2. Changing the number of board members (I still think an even number is a bad, bad naughty naughty evil idea)
3. Changing the election of Officers from being the province of the Board to being the province of the Members
4. I don't know how to word this, but something about at least some of the officers (in positions such as president, treasurer) automatically being board members if elected to that position?

To sum up, I'm asking that someone, not me, collect up these ideas, work rapidly at getting some consensus from change seekers, and putting them in a nifty readable form.

Then, at the members meeting, I'd like to see two things happen.. First, ask our Lawyer to comment on the proposed ammendment(s). Second, put it to a vote to our members as to whether they want to plan on another meeting, and all the process that leads up to it, (notice, postcards, notification, etc.) in order to put it to a vote, or simply let the issue die then and there.

It's now Saturday evening. On Wednesday evening, the 1st, I believe, I'm going to be asking some of you in particular to weigh in and participate and give your input on this.

Thoughts, comments, suggestions, poptarts? (I'm hungry)

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 Post subject: Re: Questions about the Annual Meeting
PostPosted: Sat May 28, 2011 8:39 pm 
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Ok, to do this I would like to put together a survey of the members to solicit their input. Who do I need to talk to to get the members emails?


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 Post subject: Re: Questions about the Annual Meeting
PostPosted: Sat May 28, 2011 8:48 pm 
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I don't know; I'm asking around to find out if there's a way to bulk email our members.

I doubt there's a list of emails that's freely available to everyone; I know I for one don't mind tcmaker as an org knowing my email address, but I don't want everyone to know it, and I wouldn't make that decision for someone else.

As soon as I find out, I'll post here. In the meantime, maybe this forum thread would be a good place to start. I'm hoping interested parties would be looking at this thread.

Riley

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 Post subject: Re: Questions about the Annual Meeting
PostPosted: Sun May 29, 2011 5:47 am 
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Ok, it does sound like handing out the email addresses of all the members is a no go. I suspected this would be the case.

If you want to solicit input on this stuff from members in addition to those folks who have already spoken up on this issue, I would suggest using the forums (to get to those who DO look at them), in person conversations at the space, and maybe posting a notice or something at the space?

Again, speaking as Riley, and not as a board member, my gut tells me that it shouldn't be that hard to sort out the folks who want to weigh in on this with specific suggested changes.

Riley

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 Post subject: Questions about the Annual Meeting
PostPosted: Sun May 29, 2011 8:34 am 
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I'd like to caution everyone against too much formality when creating rules and processes. Some rules and the like are necessary for a large organization to function effectively, of course, but too many rules and/or complex processes will cause more problems than they solve.

The creation of many rules encourages the seeking of loopholes, as well.

My positions are quite simple:
1. The board exists to enable and serve the members. As such, it should always look for ways to encourage action and leadership among the members, and dictate or assign only what's absolutely necessary.
2. It should be as easy as possible for the board to talk and listen to the membership at large. 95% of the time, the membership will do the right thing and work stuff out themselves.
3. Nothing in the bylaws or in the actual operation of the board should conflict with the "be excellent to each other" mandate. The bylaws' purpose should be to ensure that membership is protected against a potential "rogue board" (not that this board would do anything, but future-proof)

I guess the summary is that simple, lightweight bylaws and board behavior are the best solution.


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 Post subject: Re: Questions about the Annual Meeting
PostPosted: Sun May 29, 2011 2:05 pm 
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I'm totally with you on that, simpler is better.

There are some things that we have to have to fit in with the state requirments.

Paul, I've got good news, I can get access to member list that's current as of when we sent notification out, with those persons preferred method of communication.

You can look at the official copy, not take it, but I imagine you should be able to "look" at it next to the copier in the office just fine.

Most people do have snail mail as their preferred "how to reach me", as I expected, but if you postcard those folks and ask them to reply to you via email or what not, that might work slick.

To put on my board hat for a moment, I also believe that it might be possible to do the following:

1. Get together with some like minded individuals to some up the gist of the suggested possible changes (I think I got all of them above) {I also think it shouldn't be hard to grab the relevant people, I'm thinking 2 J names and 2 P names, of which you're one=) }

2. Put some purdy words together saying "Hey, we want to talk to our members about these changes as some possible future ammendments"

3. Have it proofread by someone, and let me and/or some other board folks eyeball it to make sure the i's are crossed and the tea's dotted

4. If it all looks kosher (or hilal, your preference), we blast it out using the super duper official board email trumpet of ultimate doom.

It strikes me that this would be a lot faster than postcarding, and more inclusive.

Questions, comments, suggestions, Nyancat, let me know.

Image

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 Post subject: Re: Questions about the Annual Meeting
PostPosted: Sun May 29, 2011 11:28 pm 
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Location: Brooklyn Park, MN (EN35ic)
OK, here's some proposed changes to reflect what I've seen so far. Changed text is underlined:

--------
To change board term to 2 years:
Section 3.4. Term - each director shall hold office for two consecutive (2) years or a different period set by the Board as necessary in order to effect staggered terms of directors, 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.

Legal reference: MN Statute 317A.207 allows for setting of board terms in the bylaws

--------
To limit the length of proxy assignment:
Section 2.14. Proxies - proxies shall not be allowed. [The remainder of the section to be deleted.]

Legal reference: MN Statute 317A.453 sets the default length at 11 months, and maximum at 3 years; there is no provision to change this in the bylaws. Therefore the only change we can make is to rule out proxy voting altogether.
--------

So, can we make any changes to the bylaws at the Annual Meeting? IMHO, yes. 317A.181 subd. 2(b) allows members with voting rights to "propose a resolution for action by the members to adopt, amend, or repeal bylaws adopted, amended, or repealed by the board." Bylaws changes do not require the approval of the board. There is no notice requirement if the action is initiated by the members, see 317A.133 subd. 2: "If an amendment is initiated by the directors, proper notice of the proposed amendment must precede a meeting of the members with voting rights at which the amendment will be considered and must include the substance of the proposed amendment."

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