experiments in democracy

LGoodhind

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Concerning the eligibility requirements for becoming a member of the BOD, members of the web maintenance group who were seeking the latest copy of the bylaws were informed by PRA board member Glenn Bundy today that:

"You have the latest copy of the bylaws. The experiment to allow those with five or more continuous years is temporary. It will have to be voted upon and ratified as an amendment. It could remain an amendment, or we can re-write the eligibility section and re-submit to the state and IRS. Either way, it still needs to be voted upon by the Board."

Just an FYI in case some of you were as confused as I was- no change was made to the bylaws ... it was an experiment.

As a member of the organization I would like to make a public call right now to have ballots for board elections directed to and handled by a disinterested third party to eliminate any potential perception of conflict of interest.
 
As a member in good standing I second it
 
LGoodhind said:
........As a member of the organization I would like to make a public call right now to have ballots for board elections directed to and handled by a disinterested third party to eliminate any potential perception of conflict of interest.
Larry, that is a good idea except who chooses the third party?! And what third party do you think would be interested in doing it? Maybe the local Boy Scouts Explorer group, if they have one there.

I helped count ballots the last couple of years and the way it worked was that Dave Prater went around asking for volunteers. There were six of us that volunteered to count and tabulate the results, not the same six in the years I helped. There were two, two people teams that read the ballot and there was one person who wrote down what was called off with an observer to verify that what was written down was correct. There was an observer from The BOD who collected the final results. One year it was Maxie Wildes and last year it was Dave.

While I believe there are things that can be done to improve the by-laws and PRA operation I personally don't have a problem with the way the votes are counted.

There are other places in the voting process that lend themselves to manipulation more than the vote counting. And I'm sure that since I've mentioned it the more paranoid among us will start speculating what they are and create another conspiracy. If that is how people want to waste their time then have at it. The only way that people won't have any questions is if the votes were sent to an outside party as you have suggested and an outside party is going to charge us. Do we really want to incur another expense? I will say that once we get a majority of members voting that it is going to be a real tedious chore for who ever does the counting. It is bad enough now with only 10 - 15% of the membership voting.

Oh yeah, I have mentioned it before but just to jog everyone's memory, I counted ballots when you ran for the board and while I voted for you the people on the West coast didn't. The fact was, if I recall correctly, there just weren't many votes from the West. I don't recall if it is something on the ballot or if the ballots were sorted according to region that year that made it easy to identify where the votes were coming from. I was hoping you would run again and the people in your region would have another opportunity get one of their own on the board.
 
I'm not personally concerned about the integrity of the tally.

Have the mailing address for ballots be a notary or a lawyer and have them count the ballots, put them in a big sealed envelope, and mark them off a master list. No special processing required. Publish the certified master list of people who voted so that everybody who votes knows that their ballot was received or provide a mechanism so that people can find out if their vote was counted. If having a list of people who voted is determined to be a violation of the voters privacy then publishing regional ballot received counts in Rotorcraft seems reasonable. Compare the notary count vs the tally count using the existing process. I'd be willing to help defray the additional cost.
 
PW_Plack said:
As a registered 501(c)(3) corporation, how do you arbitrarily conduct such an "experiment" if it violates the written bylaws?

I'm a little involed in a non-profit also and was wondering the same thing. How do you conduct an "experiment" in violation of your policy manual or bylaws?
 
Yep.. I was a recipient of that same email. My question is "whos PRA is this?" If it's the members PRA, then cool. If it's the boards little toy to do with what they please and wishes of the members be heckified... I'm out.

I'm really not seeing where the membership who pays the dues have much ownership in this whole thing right now.

Change is good. Stuff evolves or dies on the vine - or compost heap.
 
IV.A.1 - Membership is open to any person of good moral character subject to approval by the Board of Directors.

Representatives of the board must approve of any new member. A member must have good "moral character" .. anybody want the PRA to join the forefront of other organizations that are out there trying to define good moral character? If so there's a preacher out there who could help us clean house by getting rid of anyone who didn't vote the way he did in the last presidential election.

VI.B.1 The President shall be the Chief Executive officer of the Corporation and of the Board of Directors. He may call any special meetings of the members of the Board of Directors and shall have, subject to the advice and control of the Directors, general charge of the business of the corporation. He shall execute with the Secretary or Secretary-Treasurer all contracts and instruments which have first been approved by the Board of Directors.

Daily operation without specific guidelines (budget limits, tasks, etc) is in the control of the President and Secretary-Treasurer. The BOD can create such guidelines if it feels they are necessary.

VII.H - Special meetings of the Board of Directors shall be called at any time on the order of the President or on the order of three Directors.

Based on VII.H.1&2 the president is the contact and is the one who decides when/where to schedule such a meeting.

VII.H.2 - If all Directors shall be present at any meeting, any business may be transacted without previous notice.

The only way the BOD can initiate action without support of the president appears to be if they are all in the same place at the same time. Any member of the board (including the president) could leave such a meeting and deprive it of a quorum.

These two items give the president effective power to block/delay new initatives.

VII.L - The Board of Directors shall have the power and authority to promulgate and enforce all rules and regulations pertaining to the use and operation of Corporation property and to do and perform, or cause to be done and performed, any and every act, which the Corporation may lawfully do and perform.

Here's where the power to modify the by-laws, purchase property, and try out experiments lies; if the corporation can lawfully do a thing then the BOD is the body that can do it. Most contracts have some sort of catch all clause and this is it.
 
VII.H.2 - If all Directors shall be present at any meeting, any business may be transacted without previous notice.

The only way the BOD can initiate action without support of the president appears to be if they are all in the same place at the same time. Any member of the board (including the president) could leave such a meeting and deprive it of a quorum.

I don't believe this would exclude an online meeting. I don't see the requirement of being in the same physical place.
 
Gee, Larry, are you saying that the by-laws could use a review and possible updating?!!
LGoodhind said:
......VI.B.1 The President shall be the Chief Executive officer of the Corporation and of the Board of Directors. He may call any special meetings of the members of the Board of Directors and shall have, subject to the advice and control of the Directors, general charge of the business of the corporation. He shall execute with the Secretary or Secretary-Treasurer all contracts and instruments which have first been approved by the Board of Directors.

Daily operation without specific guidelines (budget limits, tasks, etc) is in the control of the President and Secretary-Treasurer. The BOD can create such guidelines if it feels they are necessary.
JUst for the record, the secretary and treasurer are separate offices at this time.
LGoodhind said:
......[VII.H - Special meetings of the Board of Directors shall be called at any time on the order of the President or on the order of three Directors.

Based on VII.H.1&2 the president is the contact and is the one who decides when/where to schedule such a meeting.
I suppose the prez could torpedo a meeting by using his power in VII.H.2 to set the meeting date. I guess another thing that bothers me is that an agenda (it doesn't specifically say agenda!) supposedly is required to be sent out 21 days before a 'special' meeting but no where in the by-laws did I see where one was required for a regular scheduled meeting! A bad practice in my opinion.
 
Sorry, Larry, ain't buyin' it. The President and the Board have lattitude in many areas of routine operations, but they can't just decide to violate the corporation bylaws as an "experiment."

Not only does it leave the corporation wide open to penalties from the state in which it's chartered, it may also open a hole in the personal liability protections for which we incorporate groups in the first place.

If I were pursuing decisions I knew could be unpopular with many members, and aggravating the situation by communicating them poorly, I would at least be dotting i's and crossing T's. Very thin ice here.
 
How would you change the by-laws then Paul? No mechanism is called out. That clause means you get to do what you want the way you want to as long as it is legal. If the rest of the board doesn't like the way it's being done they can direct the officers. This will take a minimum of 21 days.

Honestly I don't know that the by-laws, as written, doesn't contain the checks and balances needed. It looks really hard to get things on the agenda and the "you must make the yearly pilgrimage to serve" thing, along with life membership requirements, takes things higher up the country club scale without any benifit. Anything that three board members agree is a problem goes to the front of the agenda line and a simple majority determines the will of the board on anything put before it.
 
The bylaws are the "constitution" of a corporation. The state statute under which the corporation was chartered will ordinarily determine the "default" procedure for altering the bylaws. The Board, which itself is created by the bylaws, cannot alter them unless the bylaws explicitly contain such a power to alter -- which they almost never do, except sometimes for "housekeeping" changes. Letting the Board change the bylaws is like letting you change the terms of your own driver's license.

That being said, small mom-n-pop corporations, clubs and nonprofits like ours are often run very informally by their (unpaid) officers and directors. Everything goes fine until a squabble comes up. Then everybody starts dotting I's and crossing T's for the first time. Often the prior actions of the board look kind of amateurish when put under the bright lights.

"Amateurish" and "dishonest" are very different things in fact, even if they sometimes look alike.
 
Doug Riley said:
The bylaws are the "constitution" of a corporation. The state statute under which the corporation was chartered will ordinarily determine the "default" procedure for altering the bylaws. The Board, which itself is created by the bylaws, cannot alter them unless the bylaws explicitly contain such a power to alter......
I don't think I like this! Okay, anyone know what the state of Indiana says about corporations altering their by-laws? If not, how does one go about finding out?

I don't see changing a corporation's by-laws as quite the same thing as changing the terms of one's drivers license. In fact it seems logical to me that a means to review and update would be a requirement. But then my logic has come in to conflict with others logic from time to time!
 
No, of course changing bylaws isn't "quite" the same thing as changing your own driver's license. If you like, replace driver's license with speed limit, the Internal Revenue Code or some other rule we each have to abide by.

The point is that the person directly regulated by a set of rules logically wouldn't be given the unilateral power to change them. Otherwise, the rules would be meaningless. Normally (although the laws vary from state to state) the shareholders/members have a say in whether the bylaws change. Given PRA's odd tradition (dating back to the special powers retained by Bensen) of vesting all power in life members, I'd guess that bylaws changes, too, are controlled by them, not by the current directors as such.
 
Doug Riley said:
......Normally (although the laws vary from state to state) the shareholders/members have a say in whether the bylaws change. Given PRA's odd tradition (dating back to the special powers retained by Bensen) of vesting all power in life members, I'd guess that bylaws changes, too, are controlled by them, not by the current directors as such.
Hmmm, I guess I'm not a deep enough thinker to pick up on the power of the life members. In fact since I've been one I've been wondering what the fuss was about.

In reading the by-laws I can't see where the life members are granted any particular benefit over what the regular member has. Unless being able to serve on the BOD is a benefit! They do nominate the BOD candidates and break any tie votes for the BOD so there is some obvious power there. But what is interesting about that is that there is a provision in the by-laws for write in candidates. I would bet that part was added at the same time the by-laws were changed to grant regular members the right to vote for the BOD. So, since the by-laws have been changed at least once, does that mean there has been a violation or has a precedence been set? I know that is rhetorical question since we don't know what the laws of Indiana say about this. What is a little disturbing to me is that the by-laws (assuming this is the only document the BOD uses to guide them) do not provide for a prodedure to change the by-laws; yet they have been changed. You mentioned in an earlier post about these types of organizations being run informally; I wonder if there isn't a benefit to tightening things up a bit.
 
How you change the bylaws isn't the point...they need to be changed, not just violated, when you want to do things differently. You're a little beyond a "mom-&-pop" when you've taken money from 2,800 people under the premise of a certain set of rules of conduct.
 
I don't have a copy of the bylaws, so I can only speculate about their contents.

If the PRA bylaws don't say anything one way or the other about how the bylaws are to change, we have to fall back to Indiana state law. The Indiana statutes are online at www.in.gov.

If PRA is formally a nonprofit corp under Indiana law (again I'm speculating that it is), then Indiana Code Sec. 23-17-18-1 and -2 control. These sections say the Board CAN change the bylaws itself, unless either (1) the bylaws say otherwise or (2) the change would affect the rights of one class of members compared to another.

If I had to write the bylaws, I would certainly require a vote of the members as prerequisite to changing them (for the "fox-guards-the henhouse" reasons that I mentioned earlier). However, maybe PRA's bylaws say nothing about that. Again, if that's so, then the Board can change the rules that govern its own behavior and powers -- odd, but obviously possible under Indiana law.
 
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