September membership meeting

[MikeKling]

Will there be chocolate chip cookies?  I really like chocolate chip cookies.

[pmajka]

MikeKling wrote:

Will there be chocolate chip cookies? I really like chocolate chip cookies.

Real men eat CC cookies with milk.



Will there be milk?



Seriously, EVERONE, come out to this meeting!

[asher681]

25 pizza's, soda , water &  BEER !!!!! Joe Asher, Resentoter VP

[larrybard]

Not sure a supply of firewater is a good idea. The natives are already restless.

[asher681]

I spoke with Todd at A W E & expressed my sorrow for getting this dropped on his doorstep, not only did he say bring it on but HE is providing the BEER !!! On a serious note we are all adults.... Joe Asher,  Resentoter VP

[TwentySix]

larrybard wrote:

Not sure a supply of firewater is a good idea. The natives are already restless.

ATTICA! ATTICA! ATTICA!

[Phokaioglaukos]

Will someone take a video camera to the meeting for me? I'll be fast asleep at 1 AM when the business meeting starts.

[ADCooperS]

Phokaioglaukos wrote:

Will someone take a video camera to the meeting for me? I'll be fast asleep at 1 AM when the business meeting starts.

The meeting isn't worth a quick trip to Willow Grove? You obviously aren't a dedicated member

Can't promise a video camera but I'll have a full report!

[JoeP]

Exec Team:  For academic amusement, I just read the Bylaws posted on the RTR website (dated 10/2008).  I have served on a number of boards over the years, and RTR's last provision is one that I would like to discuss at Wednesday's meeting:

    "...the Bylaws may be adopted, amended, and repealed by an affirmative vote of 2/3 of the entire Executive Board."

I have never seen nonprofit Bylaws that can be changed simply through a vote of the Board and not a vote of the entire membership.  While we cannot expect the Board to bring every little decision to the membership, Bylaw changes are a different matter altogether.

Furthermore, the 10/2008 document places no limitations upon Bylaw changes.  Theoretically, the Board, by itself, can repeal an existing provision, take a previously precluded action, and restate the old provision, all within the same Exec meeting and without notice to the membership.  When trying to verify my interpretation of this language, I was told that Bylaw changes required a Membership vote until quite recently. 

I know that you all have the Club's welfare at heart.  However, I believe that this one action was a big mistake, and would like the Membership to reconsider the prior provisions.  I would appreciate it if the prior provision could be brought to the Wednesday's meeting for discussion.  Maybe we stubbed our toe on this one. 

Thank you for all of your efforts on our behalf,

[Phokaioglaukos]

Joe, welcome to an interesting discussion that has has been dormant since the last annual meeting of members.

The Pennsylvania Nonprofit Corporation Law (PNCL) expressly authorizes the bylaws to vest in the board the power to change the bylaws, subject to exceptions and subject to the power of the members ot change such action. As we discussed at the annual member meeting last year when we amended the Club's Bylaws, the members can always trump any change the Board makes in the Bylaws. In addition, Section 5504(b) of the PNCL lists 20 exceptions where the Board cannot change the Bylaws--mostly related to powers of directors and manner of their election and removal. (I mistakenly told Tom today that the Board could eliminate the Nominating Committee, but that was not correct--only the members could do that.)

The full provision of our Bylaws that you quote in part reads: "The members entitled to vote shall have the power to adopt, amend and repeal the Club’s bylaws. Subject to the PNCL, the bylaws may be adopted, amended and repealed by an affirmative vote of 2/3 of the entire Executive Board." This is a more restrictive provision than that contained in the model bylaws my firm uses when incorporating PA nonprofit corporations--our model provides for amendment of bylaws by a simple majority of the board. I'm curious what the lawyers of the other nonprofits you serve on the boards of were thinking on this topic.

On a practical level, I have observed in the Club what I consider to be a bit of a misunderstanding of the function of bylaws. In my view they set out operating procedures, and ones that we should actually follow. For example, before last year's amendments the bylaws required an annual audit. Perhaps that would be a good thing, but the fact of the matter was that the bylaw requirement had been ignored. As far as the records I inherited as Secretary show, there has never been an audit fo the Club's books. Personally, I think that is not so bad. What the Board authorized this year was an agreed upon procedures analysis of selected issues by an outside accounting firm. We got a good report in relatively short order and at relatively low cost (thanks largely to Graham doing the photocopying himself and Allison doing thorough preparatory work). The Board has also instituted a monthly review of all expenditures by two other Board members, and I think that a cost-effective prophylactic that, had we had it in place last year, would have either forestalled or cought the issues we had. But you all know all about that from the minutes that we started publishing on the web this year.

Sorry I'll miss the discussion tomorrow. I'm glad you're raising these issues so that we can all understand them and reconsider where we are, and where we want to be.