Re: By-Laws Suggestion

[Neil Frank <nfrank@mindspring.com>]

Bob,

It looks like this is a really good start. I don't understand the legal
mumbo jumbo parts... but I will give a few comments on the parts that might
need revision or some more discussion. Everything else (which is most of
what you prepared) looks good to me. 

>
>
>Section 2
>Membership entitles the holder to:
>       (1) four issues of The Aquatic Gardener per year.
>       (2) one of each ballot issued.


Because we once had 6 (or up to 6) and now will have 4... and might have a
different number in the future, I suggest changing 2(1) to read:
all issues of THE AQUATIC GARDENER published each year.



>
>Section 5
>The slates of nominees shall be approved by two-thirds of the Nominating
>Committee and presented in the form of a ballot with the last issue of
>the year.
>
>Section 6
>Votes of the membership shall be tabulated in time to be reported in the
>last issue of the year by a member appointed by the chair. Those three
>nominees with the highest number of votes shall assume office on January
>1.
>


The call for nominations in next to last issue...nominations presented as
ballot in last issue. Then AGA can't report results until first issue of
following year.  So, in sec 6... change last issue to first issue?


>Section 7
>The SC elect ( three continuing and three newly elected ) shall select a
>chair and a vice chair from among themselves during December in
>preparation for assuming office on Jan. 1. The incumbent chair will poll
>the SC elect for persons willing to serve as Chair and Vice-Chair, and
>will tabulate the ballots. The Chair elect and Vice Chair elect must
>receive at least three votes each from the SC elect to be seated.

someone should present a time line of the events. It seems that more time
is needed between voting and assumption of duties.... esp, if the group has
to choose a chair. What it no one wants to be chair?

>5  Establish committees as needed to serve the association.

Does the Chair or SC also select the committee chair. [Do these articles
need to discuss committees. e.g. how long is the allowed term (life is OK
with me). I assume that they serve at the pleasure of the SC.]

>       7  Operate on the basis of simple majority vote. In case of a tie, the
>tie shall          be broken by eliminating the Chairs vote.

OK..this way the chair's vote is important when the SC does not have all
members present or voting.

>       8  Select an individual from the general membership to fill any vacancy
>           resulting from death, disability, resignation, or dismissal of an SC
>member             ( see Article 3, Section 4 ). 

Why not just wait for the next election. This will be simpler.

>
>Article 3 - Operation of the Steering Committee
>
>Section 1
>All business will be conducted thru email except for those occasions when
>some or all of the SC can get together in one place at the same time.

.......what if ALL cannot get together... like the NEC, can "business"
still be conducted?

>
>Section 3
>The Chair must email an SC letter to all SC between the first and tenth
>of each month. Such letters need not require a reply if no vote is called
>for or no issues are to be discussed. In the event the Chair has not
>issues the required letter by the 20th of the month, the Vice-Chair will
>assume the duties and responsibilities of the Chair.

The last sentence seems a bit stern.

>
>Section 4
>The Vice-Chair will assume the duties and responsibilities of the Chair
>in the event that the Chair resigns, becomes incapacitated or is
>deceased.

this seems more appropriate role for the VC.
>

>Article 8 - Amendments
>
>The Articles of Incorporation may be amended at any annual meeting or
>special meeting of the Association upon the affirmative vote of at least
>two-thirds of the members entitled to vote thereon present at such
>meeting or voting by ballot.

Since annual or special meetings are not routine, I suggest adding thru
written correspondence. The number of eligible voters can be an issue. For
example, what is the minimum no. needed to represent a quarum... or the
number that must respond via written correspondence. Usually, the no. is
high to make it difficult to make changes to the A of I.


Shouldn't there be something about the treasury... e.g. who can sign
checks... and what happens to the money if the club folds.

What about requirement for budget and its purpose. Is that part of bilaws
or something else.



--Neil
With 20 inches of snow outside, I seem to have some extra time to read and
respond to email!
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