Proposed changes to the Bylaws
Kia Kroas
I have some proposed changes to the bylaws. I've attached the new bylaws with the changes and the bylaws I worked from as a draft.
There will be a Special Meeting to bring this up for approval by the Membership, please suggest a good time for you (The earliest it can happen is the 27th of April, preferably before May). Voting might also be available by remote ballot.
I'll write up an Section by Section change list and other notes later. This was not intended as a change, but to get things cleaned up and worded more clearly to clarify how we're currently operating (although there were some changes in meaning on certain parts).
The bylaws are an important part of the maglab as an organization, so please feel free to come to our weekly Tuesday meetings if you need to voice any opinions or concerns. We would like maglab to be a member and community driven company, but in order to do so, member engagement is necessary.
Once again, please let the officers and directors know when the best time would be for you to attend a Special meeting. We need at least 11 members for quorum, and two-thirds of members in attendance to vote "approve" to officially change the bylaws.
Thank you!
John Cunningham
- Sec 4.1C, 4.4: Would it be worth adding a clause to the effect that 'Guests may be allowed for a General member on a Case by case basis.' I can see that the intent is to prevent people from abusing guest privileges and avoiding membership fees, and that makes sense. But I also assume that if someone in good faith has a friend along one time, we won't turn them away. I'm leery of putting in a rule that we plan on breaking.
- 5.2: I strongly believe that we should not make folk pay for the months they missed if they want to resume membership. I know it was in the old bylaws, but it wasn't enforced; and in retrospect I don't think it's fair. Members don't sign contracts or promise lengths longer than a month at a time. If folks want to pay for one month, complete a project, then stop membership until the next project, they are perfectly within their rights to do so. Why don't we cut the language of suspension and delinquency: If someone is up on their dues, they're a member; if not, they're not. Too easy.
- 6.3: Let's have the President be the one to organize and announce the annual meeting, since he's the one who's involved on a day to day basis. There's no Chairman of the Board to take point on this.
- 6.4: I feel like a special meeting by its nature should be a bit easier to call. Getting 4/5 of the members to agree to something would require its own special meeting. Don't take that part out, but maybe add something like "Any member may propose a Special Meeting in writing to the Board of Directors."
- 11.1B: Just wanted to make sure this isn't a typo. We are required to furnish an annual report only if we make less than $25k?
- 11.4A: Why do members have a right to request each other's addresses? If that's not a CA legal requirement then I don't think we should do it.
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Kia Kroas
- 11.4A: Why do members have a right to request each other's addresses? If that's not a CA legal requirement then I don't think we should do it.
Unfortunately, it is a legal requirement linky: http://leginfo.legislature.ca.gov/faces/codes_displayText.xhtml?division=2.&chapter=13.&part=2.&lawCode=CORP&title=1.&article=3
I added in a standard clause for reasonable cause so the directors have a say if there's any suspicious activity, but members must have the right to inspect records.
As a non-profit public benefit corporation, and specifically a charity (501c3) we essentially can't have trade secrets--because that defeats the purpose of being public benefit. And we way we're structured, all members have a say in the direction of the corporation, so because of that, they're similar to shareholders (just without any shares). There are limitations on what members can use our records for (listed at the bottom of the page, section 6338) but as long as it's something related to their "interest as a member", they can request the information.
I can see it being trouble, but so far it hasn't happened and I don't really see good cause for anyone to request that bit of information. We'll have to deal with it when it comes.
There is the standard clause for reasonable alternative as long as it fulfills the cause of the request, so we could do our best to get around giving raw data. If they specify anything in section 6338 or we suspect they will, then we can deny it outright.
- 11.1B: Just wanted to make sure this isn't a typo. We are required to furnish an annual report only if we make less than $25k?
If we make less than $25k, it must be sent out. If we make more than $25k, we still have to generate it but only send out to those who request it.
The second part, 11.2 must be generated and sent out regardless of the $25k marker. (but you'll generally be over $25k because the numbers there are pretty high.)
- 5.2: I strongly believe that we should not make folk pay for the months they missed if they want to resume membership. I know it was in the old bylaws, but it wasn't enforced; and in retrospect I don't think it's fair. Members don't sign contracts or promise lengths longer than a month at a time. If folks want to pay for one month, complete a project, then stop membership until the next project, they are perfectly within their rights to do so. Why don't we cut the language of suspension and delinquency: If someone is up on their dues, they're a member; if not, they're not. Too easy.
They're free to do that, it counts as terminated. Then they just start over. I see the delinquency as more for if they're still using the space, but are late on payment (waiting for next paycheck, too busy to come pay in cash, etc). I think this part, and treatment of guests would be better off separated into a policy document rather than being in the bylaws.
As for the rest, I agree with it, but we should table it for the next Annual Meeting to go over the bylaws so we can have a discussion with more members on-board. As our bylaws are now, revisions will need to be sent as new proposed bylaws which restarts the timer...and I'd like to get this out as fast as possible.
We'll keep track of things people mentioned and go over it during the annual meeting. Sound good?
Kia Kroas
I haven't received any time lines, so I'm going to assume everyone is too busy to attend a special meeting.
I will have an online ballot open starting May 1 to 7 in google groups, and our maglab facebook group and maglab facebook page. Everyone can vote, but only member votes will count towards quorum and approval. You're a member if you have paid membership dues within the last month. We will reserve some time during the general meeting on May 2nd to discuss this and take paper ballots.
If you have any reservations about approval or want to discuss this further, feel free to contact me or attend any general meeting between now and the close of the online ballot.
Thank you!
Brian Seo
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Kia Kroas
John, did you get my reply to this from last week? Didn't hear back so wanted to check.
Also, voting is open! Please vote in the voting thread.
Thanks!
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John Cunningham
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