Expiration of term for Directors

[talkers]

As @Tapper points out:

1. A member of the Board of Directors shall not hold a term of office for more than one year without being elected for each year the office is held.

"The bylaws later specify calendar year.

“Thus, at 00:00:00am, April 2, 2019, the terms of all current Directors expire , and they are no longer directors. At that moment, they become regular members, and cannot exercise one single authority not available to any other member, including spending money without being authorized by vote of the Board (which won’t exist if they move the election date). They may not vote to extend their terms either.”

This is a real thing

This does not depower us though. Committee Chairs are our driving forces. The President is the manager.

This does mean any action by the BoD after tomorrow is not legally valid.

[nicksilva]

then there is no reason to hold their Monday expansion board meetings since they cannot ‘legally’ authorize any spending - thus killing expansion again? No need to have the regular board meeting since they cannot vote on any consent agenda items or pay the bills. this is getting ridiculous. the system seems to have worked for several years now. If people want the doors shut, just say so and lock it up.

[talkers]

That’s an interesting tangent @nicksilva

A quick read of the rules and bylaws does not show this to be a real impediment. The BoD isn’t required to sign off. I do need to research further.

https://dallasmakerspace.org/wiki/Rules_and_Policies#Finances

[bertberaht]

Quoting @mrjimmy from original post

On another topic

Just to make clear:

1. A member of the Board of Directors shall not hold a term of office for more than one year without being elected for each year the office is held.

This seems to be in direct conflict with rule 2.1.3
The Board shall be elected at the annual meeting by a quorum of the members and their proxies. Their term of office shall be until the next annual meeting of members or until a successor has been elected.

This kind of drift in documents is not uncommon, and should be addressed as we submit and vote on corrections and updates to the rules.

Online voting is not necessary to make quorum, only proxies, which can be done online based on Texas and federal statutes. I don’t have the specific ones but David Grigg’s did, so I can find them if you are curious.

Another interesting point is that there is apparently some case law that interprets “annually” as meaning within the calendar year, not to 365 days. I couldn’t say how that relates to two conflicting rules we have above.

We have a scenario where we provide a provision for being unable to replace a board member in 2.1.3 where we allow them to serve until a replacement is found. Below in 4.6.1.4 the rule clarifies what a standard term is that they are being elected for. This doesn’t necessarily override the provision of 2.1.3 that protects against the inability to fill all required seats on the board.

[uglyknees]

@Committee_Chairs time to combine our power rings! No seriously, we need a plan for this (temporary) transition and formulate an emergency steering committee ASAP.

I’m free Tuesday and Wednesday night - not that my schedule matters much.

[yashsedai]

Respectfully, committee chairs have zero authority in the running of the business. An emergency steering committee is going to have no authority. I don’t see how this is going to help anything. If anything it will complicate things further by giving the appearance of authority when there is none.

[uglyknees]

What’s the solution to this?

[yashsedai]

Let the current board proceed with the current plans. This would be no less valid than the previous elections, given the possible validity questions.

[nicksilva]

What’s the solution to this?

Shut the doors

[PearceDunlap]

Pushing the vote date also means we are pushing the dates back for the committee chairs. They were supposed to be reupped in May instead of April.

The chairs can’t be tagged as a group? But they should be planning committee elections so we dont end up carrying this delay more.

It also means cutting into the time that the next board will have to run.

[bertberaht]

Is it written in stone that future elections will always happen in April? No option to reset the start of the year to May 10? Just asking … have no clue.

[TBJK]

Machine shop election is slated to be May 11th… yes the Committee Chairs tag does get the chairs & vice-chairs notified.

[PearceDunlap]

It wouldn’t auto fill for me and I only have so much effort to apply

[jswilson64]

The current board has already failed to get ducks in a row for an election in April. You’re suggesting keeping them in power for as long as they miss deadlines?

[hon1nbo]

I haven’t slated one for Metal yet but should probably get on that.

@PearceDunlap weird, should populate in though unlike most group tags it doesn’t start with ‘team’

[bertberaht]

Only way I found it was to type: @chai
and that brought up a tag.

[jast]

@comm
works as expected from here…

[jast]

@chair
also works

[bertberaht]

In fairness, it is my understanding the April election would have been held as planned if the By-laws group had not uncovered legal issues with the procedure. Then the BoD had to decide between holding an election they now knew was not in legal compliance or to delay so that compliance could be achieved. I view that as a no-brainer decision.

However, if the current BoD doesn’t start communicating pretty quick, I might have to reconsider just how bad having a leadership vacation might be. Lame duck is one thing; idle duck is something altogether different.

On another topic

@LukeStrickland, @Photomancer, @Kriskat30, @Diplomat, @dr_cee

[PearceDunlap]

idle duck is something altogether diffe

@Kriskat30 was on talk last night, is it just idle?