Proposed Bylaw Changes 2009

The following changes are proposed as an amendment to the bylaws:

Article II: Who We Are

Section 1: Designation of Membership Classes

"HACDC has a voting membership class and a non-voting membership class."

Should be amended to remove all non-voting members. The issue of non-voting members is addressed in Section 7 to allow the Minister of Finance to appoint non-voting honorary members. Thusfar we have found that it's better to vote all honorary members in as full voting members. Doing so should require a membership vote at a regular meeting.

Section 2: Voting Membership Class Qualifications

"Any person who supports the purposes laid out in Article I of these bylaws is qualified to become a member."

[FILL IN]

Section 3: Voting Membership Class Election

"Any member may nominate a qualified person to be a voting member. Any eligible person may be elected as a voting member at any regular meeting upon payment of their first periodic dues and visual approval of all members present. For purposes of these bylaws, all persons listed as initial directors on the Articles of Incorporation shall be considered the initial voting members."

In general, I'd like to eliminate the section from the bylaws. How and under what circumstances we modify dues can be in the standing rules and don't need to be put in the bylaws if we can avoid it.

Section 6: Voting Membership Resignation and Termination

"Any voting member may resign by filing a written resignation with the Keeper of the MIBS. Resignation shall not relieve a voting member of unpaid dues or other monies owed. Voting membership may be suspended for non-payment of dues by the Minister of Finance. Any suspended voting member may restore their membership 90 days after suspension upon payment of dues owed and payable through one month beyond the end of the suspension period, or upon the granting of a dues waiver as outlined in Section 4. Voting membership may also be terminated for any reason by written petition signed by more than three quarters (3/4ths) of the voting members."

Members should be able to resign by submitting a written request to any minister, or electronically to either the ministers or the board. I'd be surprised if the people who've quit thusfar had written letters submitted to the keeper of the mibs...

Section 7: Non-Voting Membership

"For fundraising and honorary purposes, the Minister of Finance may declare the qualifications for and appointment of non-voting members. Non-voting memberships and membership titles are subject to voting member approval. Non-voting members do not have the right to vote in affairs of the corporation nor do they have any responsibilities towards it. All other rights and responsibilities of non-voting members shall be explicitly stated by the Minister of Finance and subject to voting member approval, except for the right to one (1) vegan chocolate chip cookie or a vegan baked good of equal or lesser nutritional value upon becoming a non-voting member."

As discussed earlier, I propose striking this entire section down in favor of making people full members with dues waved. This also eliminates issues of vegan baking.

Article III: How we meet

Section 1: Regular Meetings

"Regular meetings of voting members shall be held every Tuesday at 19:30 local time at the registered office. A different meeting place may be designated by written petition signed by more than three quarters (3/4ths) of voting members. Regular meetings shall not take place on the day before, upon, or after a federal holiday unless specifically approved at the prior regular meeting or annual meeting. Meetings shall not take place on the day of a closure declared by the Office of Personnel Management."

The times of our regular meetings should be addressed in the standing rules and not in our bylaws. This section should be amended to that effect.

Section 3: Special Meetings

"A petition presented to all voting members and signed by one third (1/3rd) of voting members may call a special meeting. Such a petition must include the date, time, place and agenda of the special meeting."

To call a special meeting, we need a signature from 1/3rd of the membership? That seems unwieldy. I'd propose making the requirement for a meeting more online-friendly and or else something that the ministers can do.

Section 4: Notice of Meetings

"The time and place of upcoming meetings shall be conspicuously posted at the registered office and electronically sent to all voting members. No notice is required for a regular meeting. Special meetings require 72 hours notice considered delivered only when all voting members are personally notified and given an opportunity to sign a special meeting petition. The agenda of the next upcoming meeting and minutes of the previous meeting shall be posted at the registered office and electronically submitted to all voting members at least 72 hours prior to any meeting."

Anything posted at the registered office should be changed to the space unless we can be sure that they'll always be one in the same. No more notices at Nick's old apartment.

Article 2: Section 6

With a large membership, getting 3/4th of the organization to vote on anything is going to be nearly impossible. I suggest replacing this language with something more akin to voting, with a requirement of >75% of those who have voted rather than the entire population.

Article IV: The Ministers

Section 1: Role, Number, Qualification, Term and Compensation

"There shall be four officers, referred to as "The Ministers", consisting of a Coordinator in Chief who shall serve the role of President, a Minister of Information who shall serve the role of Vice President, a Keeper of the MIBS who shall serve the role of Secretary and a Minister of Finance who shall serve the role of Treasurer. Each officer must be a voting member and each officer shall serve from the time of their election until their successor is elected and qualifies. No officer may serve more than 3 consecutive terms. No officer shall be compensated for their service as an officer, though the corporation may provide insurance and indemnity for officers as allowed by law."

I propose removing the 3 term cap on any ministerial position. I don't see the purpose. If a person is a good leader, they'll be re-elected. If not, they won't be. If that's not acceptable to folks, I'd propose making two changes: 1) Up the cap from 3 to 5 years and or 2) Change the cap from any ministerial position to the same ministerial position consecutively.

Section 4: Duties of the Keeper of the MIBS

"The Keeper of the MIBS shall be responsible for membership records including membership and board meeting actions and petitions, sending out meeting announcements, posting and distributing copies of membership meeting minutes and relevant meeting agendas to the membership, assuring that corporate records are maintained, assigning MIBS points to worthy members for a job well done and serving all other duties of a Secretary as required by law or custom."

I propose removing "assigning MIBS points". In High School we has a similar system of "props", enumerated and then expanded to denominations of "gold and silver props". That was high school, this is a legal form.

Section 5: Duties of the Minister of Finance

"The Minister of Finance shall be custodian of corporate funds, collect dues, make a financial report for each meeting, assist in the preparation of the budget, develop fundraising plans, make financial information available to members and the public, sneer at members who do not pay dues in a timely fashion and serve all other duties of a Treasurer as required by law or custom."

I propose removing the term "sneering" from the section and replace it with language that implies actual collection.

Article V: The Board of Directors

Section 1: Role, Size, Term and Compensation

"The board of directors shall consist of the four Ministers as defined in Article IV and two at-large directors, all of whom are considered directors for the purposes of this article. All directors must be voting members of the corporation. Each director shall serve from the time of their election until their successor is elected and qualifies. No member may serve more than 3 consecutive terms on the board of directors. No director may be compensated for their service as a board member, though the corporation may provide insurance and indemnity for board members as allowed by law."

I don't see the point of enumerating the 3 consecutive years here either. It makes even less sense than for ministers, since the board also includes at large members who have no actual power.

Section 2: Meetings

"The Board of Directors shall meet when necessary, provided all voting members receive notice sent electronically at least five business days prior to the meeting. All voting members may attend a meeting of the board of directors. The notice shall give the time, place, reason for calling the meeting and the agenda for said meeting. Notices shall be conspicuously posted at the registered office and electronically distributed to all members at least five business days prior to a meeting. Minutes shall follow the standing rules for meetings as approved at an annual meeting. Minutes of each board meeting shall be conspicuously posted at the registered office and electronically distributed to members within 48 hours. Minutes shall be considered approved when signed by all board members in attendance."

The registered office bit is there again...

Section 3: Elections

"Each member present shall be given an opportunity to be a candidate for each officer position and each at-large director position on the board. If there is more than one candidate for an officer position, the candidate which obtains the highest number votes from voting members present shall be elected. If there are no candidates for an officer position, the outgoing officeholder may, if eligible, elect to serve another term or select any willing member to serve in that position. If there is only one candidate for an officer position, the outgoing officeholder must perform a song chosen by the incoming officeholder at the karaoke bar of the incoming officeholder's choice. If fewer than two members are candidates for at-large director, those candidates are automatically elected and the remaining vacancies shall be filled by a random process selected by the outgoing Coordinator in Chief. If more than two members are candidates for at-large director, each voting member present shall rank the candidates. The two candidates obtaining the highest preferences from voting members present shall be elected. If exactly two members are candidates for at-large director, the outgoing chairperson must immediately dance in a reasonably silly manner for at least two minutes."

I propose removing all references to song and dance.

Section 6: Resignation, Termination and Vacancies

"Any officer or director may resign by filing a written resignation with the Keeper of the MIBS or two other board members. An officer or at-large director may be terminated in their role by written petition signed by more than three quarters (3/4ths) of the voting membership. Vacancies on the board shall be filled at the next regular meeting using the applicable process outlined in Section 3."

Resignation of a board member should be a little harder than a normal member, but I still argue that it doesn't need to be this strict.

As for removal of a board member, I suggest the same changes as were put in place to remove a member.

== Article VI: Committees

"Otherwise, the board or voting members may not create committees or delegate their authority."

Committees are useful entities to have at as an option. This section should be ammended to allow for voting membership to elect a committee.

Article VII: Amendments

"These bylaws may be amended only when an amendment proposal petition is approved at a membership meeting and signed by more than three quarters (3/4ths) of voting members. Written notice of such petition must be submitted electronically to all members and delivered to all members of the corporation physically in person or by registered mail to take effect."

It's impossible to collect 75% of member signatures, so, same as the membership or board removal process...