@wandrson asked to have the board to add two by-law changes to the Annual Meeting coming up.
Change Section 4.1(2) of the bylaws from
“Supporting members are not permitted to vote or otherwise influence the decision making process of the corporation.”
to
“Supporting members are not permitted to vote in the annual election.”
[color=blue]The above is needed to continue to allow members who have not chosen to request voting rights to speak at member or board meetings, vote in committee elections, etc. All acts that ‘influence’ the decision making process of the corporation. There is NO LEGITIMATE reason to restrict members from providing their input, but the current by laws do not allow for it.[/color]
Change Section 3.1.3(2) from
“Any member in good standing shall be qualified to be appointed as an officer of the corporation.”
to
“Any member shall be qualified to be appointed as an officer of the corporation.”
[color=blue]The above is needed since, many of our committee chairs (officers of the corporation) are supporting members because they are family add-ons. Under the current rules they would not be eligible to be committee chairs; however, I believe we can all agree that these folks are valuable contributors and we need to encourage such volunteers, not place impediments to their service.[/color]
The Board is officially a Lame Duck (@ESmith’s official phrasing) and will not add the changes to the meeting. So another recourse to have the changes added is a petition signed by 10% of the voting members.
If you would like to gather signatures as well, please feel free to download the petition and print it out. I know there isn’t much room for signatures on each copy, but I would like to keep the full text on the same page as the signature so there can be no claims of foul play here.
Thanks to everyone willing to help. I’ll be by the space in a bit to start gathering signatures.
Whether chairs are officers of the corporation is the subject of some debate. Officers of the corporation are explicitly enumerated in the traditional required roles - President, Secretary, Treasurer (the first two are mandated in the bylaws; I believe the latter is required by statute). Committee Chairs do exercise a certain degree of agency on behalf of the corporation and are approved by the Board, but are not explicitly recognized as Officers. The section of the bylaws on Officers indicates that Officers must be appointed by the Board as such; no committee chair appointments to the best of my knowledge indicate that they are also Officers.
It is somewhat unfortunate that we use the term Procurement Officer as their functionality is more that of a Procurement Agent.
Statues and case law may lean one way or the other, but within the context of the bylaws it is clear that they are not Officers.
Note that Committees (and presumably their chairs) do not have to consist of members:
**Section 2.8 Committees**
The corporation shall have such committees as may from time to time be designated by a quorum of Directors.
These committees may consist of persons who are not members and shall act in an advisory capacity.
Each committee may adopt rules for its own government not inconsistent with these Bylaws or with guidelines given by the Board of Directors.
Each committee will have a chairperson, appointed by the Board of Directors.
Since one must be a member of the corporation to be an Officer and no such requirement is placed on committee membership nor their chairperson, this somewhat weakens the suggestion that committee chairs are Officers.
I am but one board member and cannot speak for the rest; it’s possible that a special meeting will be called, however I do not feel that it is likely at the end of the present term.
The exact process for bylaw amendments is also somewhat ambiguous:
**Article 13 - Amendments to Bylaws**
1. The Board of Directors is responsible for proposing amendments to the Bylaws.
2. Members in good standing may propose amendments by submitting them in writing, with rationale, to the Secretary for consideration by the Board of Directors.
These suggest that a Board resolution is necessary to advance a Bylaw amendment to a member meeting for consideration, however …
3. Any member in good standing may propose an amendment to the Bylaws upon collecting the signatures of 10 voting members or 10% percent of the voting membership, whichever is larger, in favor of the proposed amendment.
… this rule suggests that member initiative can also advance a Bylaw amendment to a member meeting for consideration.
4. These Bylaws may be amended, repealed, or altered in whole or in part by a majority vote at any regular or special meeting, in which there is a quorum of two-thirds of the voting members.
A specific quorum is required.
5. Notification of the general membership of an upcoming vote shall be made at least ten (10) days prior to the scheduled date of the subject vote.
The membership must be notified of changes, with the means left to the imagination; this is likely something that Texas statues cover. But since notification is a formal process, this slants towards something official from the Board or the Secretary. One suspects that the literal text of the proposal is necessary and that it must be an up or down vote without modification at the meeting.
For what it’s worth, I feel that that the change to 4.1(2) is generally a worthwhile change.
I hope this doesn’t go very far. Reworking the bylaws needs to be accomplished as a whole, not piecemeal.
Also, in many cases a solution can be found without a change. For example, the add-on member could be switched with the voting member on the rolls. Problem solved.
Finally, and I hope this becomes a topic of considerable discussion over the next year, but if DMS has the control of 1400 members vested in four or five couples, maybe it’s time to share the love. Don’t get in an argument over lazy people. I know there are several members waiting and willing to serve.
I am concerned about removing the phrase “in good standing”. If we were to consider changing this change, then I think the root cause goes further upstream. Section 4.5 of the Bylaws specifically defines a “member in good standing” as:
Any regular member whose dues are paid in full, is not on probation, is not a supporting member, and who has not resigned, been suspended or has not been expelled shall be considered a member in good standing. Only members in good standing shall be entitled to the rights and privileges of full membership.
I believe the point under discussion is whether to grant (some) privileges to supporting members. The definition of “members in good standing” specifically excludes supporting members which we may or may not want to change, but the rest of the definition of “in good standing” is important (at least to me).
Walter was explaining this yesterday as basically good standing as having voting rights. He was saying that if you are an add on, you could not be an officer of the corporation.
Full disclosure I have read through the bylaws before but don’t remember them all.
Hello reasonable people. Why are you debating a change to the bylaws when you don’t have confirmation of the legal meaning of “officer of the corporation.”
The author of this proposed change is not an attorney, he doesn’t even play one on tv.
All I hear is don’t touch this or that at DMS until you are trained. I think it’s a good idea to apply that precaution the bylaws.
I didn’t see anyone step up to be chair person of any committee except the one elected (three cases of this. CA,Hatcher’s, PR. I think Merissa was unopposed for Laser, but not positive.) So YES it is inherently that only a few people are willing to take on the jobs
The process was discernment, not a competitive election. It worked just fine. Doesn’t mean there weren’t others willing to do the job, only that the group was willing to coalesce around you, who wanted the appointment, with the confidence that you will do it well.
I watched it happen at Digital Media the other day. I don’t think that’s in the future for infrastructure, though. That one will likely require a vote.
The process is also really consistent with MIBS-SRC3
In the case of CA, I believe you had expressed interest in the position. You are active in CA activities, know most people, so CA folks voted in unanimously - no abstentions. When you stepped forward I believe it was much more a reflection of the group’s confidence than any “act of desperation”.
CA is fortunate in that it has active, well managed SIG’s that do a lot of the heavy lifting for their areas making it much easier to be the committee chair. You’ll do well and have the support of the group which is important considering the number of folks involved and the breath & scope that it covers.
It won’t be easy. But thanks for stepping forward.
@clk75201 I wasn’t trying to be snotty, I know I often come off that way online. I was just saying that it seems silly to complain that not enough people get a chance to take leadership roles if not that many step forward to fill those roles.
@Photomancer like everyone else’s, your vote of confidence means a lot to me, thank you!
I truly think there are people that would like to take up and take part in leadership roles but are honest enough to know they don’t have even the minimum basic amount of time and effort to do the position justice. We’ve seen this happen in some committees where there’s an absentee Chair and it doesn’t help that committee at all.
It’s work no doubt. I’m fortunate that I do have time and enjoy seeing things progress around the Space, I can say I’m enjoying seeing Machine Shop being re-energized and now expanding it’s scope and many more folks actively involved. Right now when asked what my projects are: I’m making Makers. Which is really a cool pass it forward thing.
Can you post this and the attached image to the thread; Petition to Add
By-Law Changes to Annual Meeting on 4-23-17
As Eric points out the subject of whether committee chairs are
officers of the corporation is debatable. Personally, I think the issue
is pretty clear. In a normal corporation they would be vice president
of logistics. At DMS we call it committee chair for logistics. In both
cases it is the individual for which the corporation has embedded the
executive powers associated with managing that division (committee). In
any case, if I am wrong and committee chairs are not officers, then the
proposed ballot item, even if passed would have no net effect. So there
is zero risk to clarifying the language.
The inclusion of the proposed ballot items is no longer an issue for
debate. Since the board seemed reticent about putting the proposed by
law changes on the ballot, I went to the space with a petition Thursday
and Friday, and had a ballot signed by 25 members. This far exceeds the
10% requirement in the current by laws to get these two by law changes
on the ballot, as written on the petition. Attached is a image of the
actual text of the petition. I personally handed the signed petition to
Alex this evening at 7:30pm. If there is any question as to the
validity of the document, I have retained a photocopy, and any/all of
the 25 signatories can confirm its validity.
There was no reason for a simply proposal to add by law changes to
the ballot to have become an issue. The process to do so is not
complicated. Does not require ‘special’ meetings. Any situation where
then members are available to vote, and for which a 2/3’s quorum is
present is all that was needed. The board could have added the items to
the ballot on its own recognizance. The members can do so through a
petition process as I just used. This process does nothing more then
allow the members to vote on the issue. I see no reason with allowing
them to decide.
All of the above is a response from Walter Anderson, posted for me by
Zach Metzinger since the board has deprived me of the ability to
communicate to the members at this critical point in the governance
process of our organization.
