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