By-laws

["Bob McCaw" <rmccaw@mediaone.net>]

Title: I understand that the AGA wishes to become a nonprofit corporation

Hello all –

 

I received a copy of Bob Cashin’s e-mail today expressing a desire to move forward with the by-laws.  I think I can help accelerate the process by laying out what I think the key decisions are.  With a consensus on these decisions, I can easily draft some by-laws that should serve reasonably well.

 

Here are the key issues that must be decided:

 

• Where should the AGA incorporate?
• How will the AGA be run – i.e., how many directors will there be, how long will they serve, who will the directors and officers be initially, and how will they be elected?
• What voting rights, if any, should the general membership have?

 

Once these basic decisions are made, it will be easy for me to draft a set of by-laws.  Then, I can fine-tune the draft as necessary and we can proceed with the necessary governmental filings.

 

Let me offer some thoughts on these issues.  I am strictly speaking as a disinterested outsider on these matters, and will be happy to proceed with the process on whatever basis you decide.

 

Where to incorporate

 

The AGA does not operate out of a single location and could incorporate just about anywhere.  For technical reasons, it will need to keep a mailing address wherever it incorporates.  I suggest that we incorporate in Massachusetts and make the mailing address my home address, at least initially.  The filing charges are minimal here and there seems little advantage to incorporating anywhere else.

 

Directors and officers

 

The AGA will need to decide on the initial officers and directors.  The number of directors and term of office is flexible. One year is the default term of office in Massachusetts.  It is also possible to have a longer term, such as three years, and stagger the election of directors so that a certain number are replaced each year.  As for the number of directors, three is the minimum in Massachusetts.  Most organizations pick an odd number of directors to avoid tie votes. 

 

The decision-making process can become unwieldy if the Board is too large.  The Board can streamline management by appointing smaller committees.  I would recommend that the by-laws allow the Board to name an Executive Committee to make day-to-day decisions.  The Board would retain the right to overrule the Executive Committee. 

 

Note:  if the AGA incorporates in Massachusetts, it will need to name, in addition to the usual officers, a “Clerk” who is a Massachusetts resident.  The function of the Clerk is merely to receive official mailings and (god forbid) be the agent for service of process if the AGA is sued.  In essence, the Clerk does little more than forward mail.  I would be willing to serve as the initial Clerk.  Note:  in the unlikely event the AGA cannot find a Massachusetts resident willing to perform this function, it could hire a “registered agent” at a cost of $100 to $200 annually. 

 

Voting rights of the membership

 

The by-laws suggested by Bob Cashin state that the Steering Committee (the equivalent of the Board) is to be elected by the general membership of the AGA.  The election could be opened to the general membership; alternatively, voting rights could be limited to the Board itself.  Each structure has its pros and cons.

 

The primary reason to give all members voting rights is to get the general membership more involved and to avoid the sentiment that a clique rules the organization.  Such an election procedure, however, can involve considerable time and expense.  Furthermore, it may be necessary to allow the membership to vote on other important matters facing the organization, such as amendments to the by-laws.  The question comes down to whether whatever good feelings engendered by an open voting process are worth the associated hassles. 

 

I would recommend not extending voting rights to every member of the AGA.  I would bet that most members of the AGA are much more interested in having an outlet for their interests in their hobby than they are in running an organization.   Those people who are willing to volunteer time and effort towards running the organization are probably welcomed with open arms.  So I don’t think the token power given the general membership by an election process is worth the trouble.  But this is only one person’s opinion (mine).  If you feel strongly that all members should have voting rights, it is certainly possible to draft the by-laws that way.

 

Conclusion

 

I have sent this e-mail to aga-mcm@thekrib.com to solicit comments from whoever is interested.  Please discuss these questions as you see fit and get back to me with your conclusions.  I will then draft the by-laws post haste so the incorporation can proceed.

 

Bob McCaw