September membership meeting

[JoeP]

Thanks for the clarification, Chris.  I guess I am concerned about checks and balances in the structure of the entire Club, not individual operating decisions:

  > Above and beyond PA law, Bylaws define Membership's expectations regarding actions the Board can take upon its own without consulting Membership.  Clean and simple.

  > If the Board can redefine those expectations on the fly, Board power is unlimited within bounds set by PA law and national PCA.  None of those bounds are known to Membership.  Its only option is to call for a full Membership vote after the fact, and then it's too late. 

It might be legal, but it's not right.

[Phokaioglaukos]

JoeP wrote:

Thanks for the clarification, Chris. I guess I am concerned about checks and balances in the structure of the entire Club, not individual operating decisions:

> Above and beyond PA law, Bylaws define Membership's expectations regarding actions the Board can take upon its own without consulting Membership. Clean and simple.

> If the Board can redefine those expectations on the fly, Board power is unlimited within bounds set by PA law and national PCA. None of those bounds are known to Membership. Its only option is to call for a full Membership vote after the fact, and then it's too late.

It might be legal, but it's not right.

You lost me, Joe. I'm concerned about checks and balances, too, and that's what my last message addressed. The Board's authority is constrained, by the Bylaws, by the statute and by the expectations of members also. The legal bounds are known to anyone who wants to look.

At the member meeting last year there was a lot of confusion as to what bylaws can and cannot control. Some were concerned that the Board would hold meetings in Tahiti or someplace similarly expensive and exotic. The Bylaws are not the protection against those decisions. The protection for members is the integrity of the Board members and the transparency of the Board's actions. I think it's significant that the Board this year for the first time published minutes of its meetings, and they are (I hope) minutes that actually inform the members of what transpired.

[JoeP]

Sorry, if I was unclear.  In simple terms, Bylaws define Board roles and responsibilities, much like a job description at Work.  This provision allows the Board to rewrite its own job description at will.  Even if I were President, I would not want that sort of power.  (I promise this is my last post on the subject before the meeting.)  Bye.

[Phokaioglaukos]

JoeP wrote:

Bylaws define Board roles and responsibilities, much like a job description at Work.

That's where we disagree. Bylaws do NOT do that, they set operating rules. The roles and responsibilities, what we lawyers call duties, are set by the statute and caselaw and are called the duties of care and loyalty--fiduciary duties. You will not see them written into bylaws.

Send me a copy of the nonprofit bylaws of the other boards on which you sit. Maybe I can learn something. I'm responsible for my firm's Pennsylvania corporate pro bono work and in that capacity oversee the creation of a lot of bylaws, so I am always eager to learn.

Good luck at the meeting.

[pearlcoupeg35]

Cant make it guys...have fun and caress the AWE 997TT for me

[pmajka]

Lets throw some fuel on this....

There is a new copy of the Bylaws posted on web site.



also a few policy changes.

[Phokaioglaukos]

Thanks, Peter, for posting the amended bylaws, the amended document retention policy and the new expense reimbursement and discount policy.

I'm sure it will come up at the meeting tonight, partly because it is being discussed here and partly because while I was on the phone yesterday discussing it with Tom Zaffarano Joe made his first post here on the topic. (It's true--I was talking with Tom and got the e-mail that a post was made to this thread and, surprise!, it was Joe writing about the same thing exactly.)

Anyway, the Board has made two changes to the bylaws this year. The first was to permit two member meetings to be held on days other than the last Wednesday of the month--that would be the meeting today and the meeting next month. The change (really more of a waiver, I suppose) is reflected in the minutes. The second was to revise Section 4.5 of the bylaws so as to make more clear that the discount for DE events that Speed Council has offered members of the Board for years is not prohibited. Here is how that section now reads: "4.5. No Compensation. [size=3]Other than discounts on fees for Club activities as may be approved from time to time by the Executive Board, Officers shall not receive any compensation for their service as Officers." [size=2]We added the language in blue. This change is reflected in the minutes also and will be posted on the web site when they are approved at the next Board meeting.[/size][/size]

[size=3][size=2]The bylaws as they existed before last October's member meeting did not mention compensation at all. I drafted the amendments and a committee of the Board reviewed them. The committee consisted of Brian Minkin, Tom Zaffarano and Steve Mankowski, and I think they did a very good and thorough job. Nevertheless, when I asked the committee whether officers received compensation, they told me that they did not so I wrote section 4.5 as above without the language in blue. It was not until this spring that I learned that Board members, in addition to instructors, got a discount at DEs, and I failed to put two and two together that section 4.5 could be read to bar that discount as "compensation."[/size][/size]

[size=3][size=2]Over the last month I worked with Mike Andrews, Myles Diamond and others to document the discount and expense policy that the Club has used historically. We accomplished that and adopted the written policy, with some changes, at the September Board meeting (as I noted, the minutes of that meeting will be posted next month after the Board approves them--the policy is already on the web). While we were discussing the policy Brian Minkin noted the possible problem with section 4.5 and moved that we amend it. His motion carried unanimously. [/size][/size]

[size=3][size=2]There is one more error in the bylaws that I have proposed the Board correct at its next meeting. In talking last month with Mike Andrews about the bylaws another concern arose. The old bylaws had a phrase tucked into an odd place to the effect that officers would hold office for a fiscal year. What I now understand that to mean is that although the officers are elected at the October member meeting they do not take office until January and then they serve until December 31. As written without the reference to fiscal year, it may be that the officers elected in October would take office then and serve until the next October election. As Mike pointed out to me, that would mean that Robin would work all year on the annual banquet and perhaps not be in office when it was held. The committee of the Board that reviewed the Bylaws last year and I both missed this possible interpretation. I suggested that we change the language to remove any ambiguity. In addition, we will may not be able to announce the election results at the October member meeting if there is an election contest, so I suggest that we revise that provision also. [/size][/size]

[size=3][size=2]Now it's possible that these changes, which I view as technical fixes, could be viewed by some of our members as terrible usurpations by the board of the members' power to make bylaws. If that proves to be the case the members of course have the power to amend the bylaws themselves. I would rather see the members address the substance of what the board does, though. For example, should the board grant itself discounts for DEs? The rationale behind the discount is that it helps attract qualified members to the board. Most of our board members are also instructors who benefit from the instructor's discount, and the discounts are now not cumulative, so the cost in forgone revenue to the Club is modest. There are other questions that could also be asked. For example, should the board buy itself dinner at every monthly board meeting? Should the board buy dinner for the members at every monthly member meeting? Food does tend to improve attendance.[/size][/size]

[size=3][size=2]I am very proud that this year the board has published minutes of its meetings and adopted and published written policies on conflicts of interest, whistleblowing, expenses and discounts and yes, even document retention. These policies were all adopted by unanimous votes of the board and go a long way to making the actions of the board transparent to the members. [/size][/size]

[size=3][size=2]Questioning whether the board should have the power to amend the bylaws is a red herring to my mind. The real questions involve what actions the board takes and why it takes them. Come to the meeting tonight and get involved!
[/size][/size]

[emayer]

Chris,

Thank you for the clarification of the bylaws and especially for the policy development and increase in overall transparency.  Execs and Instructors deserve discounts for their efforts on our behalf, having this clearly delineated will hopefully prevent any further abuses of this privilege.

Unfortunately, I just found out that I won't be able to attend the meeting either.  My call coverage had to be changed and I live too far from AWE for a timely response if called.  Damn!  Hopefully, an attendee can post a summary here.

[Phokaioglaukos]

Eric, sorry you missed the meeting. I had hoped you'd report here on what happened! Did the members rise up and demand the exclusive right to amend the bylaws? Did they demand a return to last year's bylaws that required Roberts Rules of Order for the conduct of meetings (have you ever seen that in operation?) or annual audits (a requirement that the Board ignored)? Was beer consumed and punches thrown? Did faces turn red and voices squeak?

Ok, it's probably time to close this thread....

[larrybard]

Phokaioglaukos wrote:
Ok, it's probably time to close this thread....


Or reopen/continue it. I asked Graham if he could draft a summary, and I think he intends to. I certainly won't attempt to comprehensively do so myself here -- in my view there was much confusion, with Robert's Rules being invoked amidst all sorts of motions concerning amendments -- the executive summary is that (1) an ad hoc committee will report back on recommendations for amendments (notably including apparently inconsistent provisions concerning discounts for Exec. Board members and conflicts provisions; and elimination of the authority of the Exec. Board to adopt policies without the approval of the members), and (2) an alternative slate of candidates (including Graham and you) was nominated.