Ems Bylaws Discuss

Bylaw Notes to work on:

• Board members should be able to be removed without cause?

Done:

• Minimum age?
  • I don't like saying a member has to be a specific age, but if we must for legal reasons that can we say 18+ to use tools alone, and other ages permitted with legal guardian supervision? (Rick)
• Notice of an annual or regular meeting includes a description of any matter or matters which must be approved by the board or voting members.
• Emergency meetings may be called by any three Board members together, or by a petition of two-thirds of the current Membership in good standing?
• Definitions section eg. "Words importing the singular include the plural and vice versa, and words importing a male person include a female person."
• Power's of member committees
• the board can submit any issue to the membership for a vote. There should be some timeing constraints for both.
• Power's of board committees "...terms fixed by the board" etc...
• Membership can circulate a petition and collect 2/3 maj signatures. for any items they want to vote on except article or bylaws amendments.
• Should we have one or two levels of membership?
  • We don't have a reason to have two levels right now so let's just stick with one (Rick)
• Has it been completely localized to Lane county Eugene Oregon?, seems to be.
• Approved expenses are reimbursable.
• Flesh out purpose
• Add limitations of activities to conform to 501(c)(3) status
• Add dissolution clause
• Takes 2/3 majority to change bylaws. Probably need to discuss this...
• Dues, Meeting times etc wording
  • "Each member must pay, within the time and on the conditions set by the board, the dues, fees, and assessments in amounts to be fixed from time to time by the board."
• Annual meeting at least 30 days notice of time and place
• II 12. a quorum is required for excercising any board powers.
• Move II.14 to after II.11
• Under interested persons what does "current" and "remaining" officers mean? Cleaned up.
• IV.10 Guests may accompany members in areas...
• IV.11 ...once in a year period...
• "A member is eligible for a position of the Board of Directors if they have remained an active member for at least 3 consecutive months preceding the election. "
• "This contribution may take the form of volunteered services to the organization if a member is unwilling or unable to pledge a monetary donation."
• Household rates and fees?
• Signing the Organization’s Waiver of Liability?
• Have a set of standing rules with safety guidelines.

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• IV.7 Termination see 65.167 Termination, expulsion or suspension.
• "The directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation."
• Amendments
  • Only the Board of Directors may amend these articles or propose an amendment to be submitted to a vote by the voting membership.
  • A 2/3 majority vote of the complete Board of Directors will be required for the amendment to become enacted and effective upon completing the vote. A 2/3 majority vote of the complete Board of Directors will also be required to submit a proposed amendment to the voting membership.
• Cleaned up the use of office and officer.
• non-transferability of membership.
• Don't amend bylaws, set specifics in other policy or rule documents.Partially done needs review...
• Members who have paid the required dues, fees, and assessments in accordance with these bylaws and who are not suspended shall be members in good standing.
• A person whose membership is suspended shall not be a member during the period of suspension...
• meetings by telephone, video screen communication, or other communications equipment.
• Need to select a chairman "President" of the BOD.
  • Make sure that two of the officers of the BOD are assigned the roles required of the "president" and "Secretary", and specifically outline those responsibilities.
  • eg. we need to add in that the secretary is responsible to see that all board meeting minutes are recorded and submitted properly.
• Special meetings?
  • Special meetings of the Board of Directors shall be held at the time and place determined by the Board of Directors. Notice of such meetings, describing the date, time, place and purpose of the meeting, shall be delivered to each Director personally or by telephone or by mail not less than two days prior to the special meeting.
  • Or by the call by at least X% of the voting members by a demand which includes the purpose(s) for said meeting, signed, dated, and delivered to the corporations Secretary.
  • Perhaps mention that one purpose could be the removal of a director
  • Change the Emergency verbiage to special meeting and maybe lower the percentage, (check with the or state requirements).
• Notice of meetings?
  • I think we need to also provide notice for board committees but not sure. (Clif)
  • I think we should setup a mailing list and use that for official notices, along with posting them on our main site. That should be plenty (Rick)
    • Yes, however if we do that then notices must be at least 30 days and not more than 60 days so there are constraints here.
  • We need to provide notice of all membership meetings, not just special ones.
• BOD Committees
  • BOD committees may be given no, partial, or full powers of the BOD.
  • Any committee that exercised any function of the BOD shall be composed of two or more Directors, elected by the BOD by a majority vote of the total number of BOD.
  • Revisit committee Quorums.
  • Add in limitations on the powers of the committees required by law.
• There should be an option for written consent for BOD meetings to happen with less than 2/3 of the BOD by BOD members who can't make it.
• There seems to be no mention of the Quorum requirements for membership meetings.
• Legal requirements for majority votes may vary depending on what the action is. This should be explicitly acknowledged in the bylaws. Seems to be done.
• We should consider prohibiting proxy voting. It should be addressed one way or the other in the bylaws. Done.
• Remote attendance and voting?
  • I don't care about remote voting as long as we can positively identify the person voting. (Rick)
  • Any regular or special meeting of the Board of Directors may be held by telephone or telecommunications, as long as all Directors can hear each other. (sample)
• Do we have to file an annual report? Yes probably. If so it would be due by the anniversary of our filing.
• Action by Consent
  • Any action required by law to be taken at a meeting of the members, or any action which may be taken at a members' meeting, may be taken without a meeting if a consent in writing, setting forth the action to be taken or so taken, shall be signed by all the members.
• We may want this verbiage for both directors and members. Done
• See Shane's bylaws for more good examples in the Committees / Officers / Amendments areas:
  • http://eugenemakerspace.com/wiki/index.php?title=BYLAWS
  • Noted... :-)

-- Main.ClifCox - 2010-12-29