Re: MCM - Digest V1 #225

["Robert P. Cashin" <rcashin@juno.com>]

Hi Bob,

>Date: Wed, 2 Feb 2000 18:00:45 -0500
>From: "Bob McCaw" <rmccaw@mediaone.net>
>Subject: By-laws

>Here are the key issues that must be decided:
>
>* Where should the AGA incorporate?

        There have been no objections to Massachusetts, so lets go with that.

>* 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?

        A chair and 5 directors, one of whom is the treasurer and one of whom is
the Vice chair. Bob, what can you suggest? I like the idea of half being
elected each year, because it prevents the possibility of six new comers
who don?t know any of the background getting in. However, that leaves the
election of chair, vice chair, to the six alone. Maybe David has the
right idea, two year terms for everybody and just hope we never loose the
whole group at one time.

>* What voting rights, if any, should the general membership have?

        I am such a staunch supporter of democracy that it amazes me that we
have been able to exist this long without members having voting
privileges. However the truth is that we can exist and perform well, so I
am willing to listen to any kinds of ideas here, but I do feel the MC
needs to make their inputs here. It is core to the future of the AGA and
I don't want to be solely responsible for a mistaken decision.

>
>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. 

        Sounds ok to me.

>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. 

        I think we should take you up on your offer both to be clerk and to use
your address as the AGA mailing address.

>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.

        I understand and agree with your concerns about the election process.
However, I am a little unsure of your alternative. Are you saying we
continue to operate like we are? Will the government allow an
incorporated entity to operate that way? With all the emphasis on rights,
equal rights, non discrimination, etc are we opening ourselves to
lawsuits by not being democratic? Here is why I need inputs from the MC
so the SC can make a more informed decision.

        Neil's idea of nominating from the MC would probably be a good
compromise and achieve both our purposes.

        On another subject,Jack O'Leary said:
        I suggest that we donate 5 free one-year memberships to the NEC auction
     in order to pay our way.  Or maybe Janine Banks will want us to pay
for a
     vendor table?

        Comments please.

        My Nov./Dec. issue of TAG arrived on 2/7

                                        cu, Bob C.
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