Board Meeting Minutes – Special Meeting – March, 2024

Ĉeestas

Links to Proposal: Annotated

A quorum is declared. Quintyn is recording the meeting on his phone, for absent board members to review. This is a special meeting called for the purpose of reviewing a proposal by the bylaws committee. The bylaws committee has met over the course of at least 12 hours of meetings in order to create a comprehensive update for the bylaws. Proposed changes were based in nonprofit best practices and standards, including through review of many guides and resources. Proposed changes reduce complexity and allows more operational flexibility. 

Format has changed into an article and section format. The committee reworded and restructured many sections in order to bring clarity, simplify, and update to more modern terminology. Clarity was added to the role of the executive director of the central office. Committees were given additional clarity, as well as clarifying dates for the Congress and elections. Elections were changed from taking place at the congress to after the congress, to ensure that members who cannot participate in the Congress can still have more of a say in matters. The newly proposed bylaws outline and update the responsibilities of the board and officers, as well as clarifying more nuanced procedures such as those around resignations and discipline, to remove any confusion and bring us into alignment with nonprofit best practices. 

Additionally, the committee identified other important documents which would be needed, including an elections and referendum procedure, a conflict of interest and compensation document, and a document clarifying membership costs, but that these documents should not be a part of the bylaws directly.

Charlotte recommends that, in the ballot, perhaps we should present it on the ballot in sections, so that members may vote to approve some sections but not others. Quintyn and Brandon clarify that the goal of this meeting would be to agree on these proposals as a draft to present to membership and invite feedback, prior to putting a finalized version on the ballot.

Ballots and Elections

Brandon clarifies some areas of major change. The new bylaws would recommend nominations and other election matters being partially determined during the Congress, with the ballot going out after the Congress and changes taking effect on the first of January the following years. Charlotte asks for clarity on the quorum procedure at the Congress, and Brandon suggests that could be a job of the executive director. The goal of these changes to voting and election procedures and timelines is with the goal of encouraging more member participation and feedback in major changes, while still also allowing for changes to take effect quickly. Likewise, this process would allow for vacancies to be filled more quickly and easily, with feedback. Ruth notes that the timeline of one month after the Congress is a very quick turnaround, while there is no timeline for how long before January 1 the voting would be finalized. Quintyn states that this information on when the vote would be finalized would be included in the separate election procedures document. Ruth recommends, then, that the 1 month timeline be removed from the bylaws and replaced with “a reasonable amount of time as specified by” the election and procedures document. The board agrees to this change. Ruth mentions that there was a lot of energy at the most recent Congress, and that we are deciding something that would potentially change that energy. Charlotte suggests that this will change the energy but would not necessarily lessen the energy. Enrique and Ruth both suggest that we could have an online event celebrating and announcing the election results and allowing members to meet with the new Board members. 

Board

The proposed bylaws provide more flexibility in the number of non-officer directors, within the limits of the articles of incorporation. Age requirements have been changed to 25 for all board officers, and one-third of officers and directors should be elected or re-elected each year, with three year terms. The board would meet virtually with the ability to meet virtually, with monthly meetings unless something comes up requiring the meeting to be canceled. Special meetings may be held with 5 days notice, or less notice if all board members agree. Quorum would now be specified. Robert’s Rules would be specified as an option for consultation while not being mandated to follow. Conflict of interest and compensation/reimbursement should be detailed in a separate document. The board may discuss the option of removing a board member after they have missed three consecutive regularly scheduled board meetings. Ruth raises a question about why compensation is mentioned in the conflict of interest section. The board agrees that “and compensation” can be removed from the Conflict of Interest section, as it is mentioned elsewhere.

Vacancies

This article clarifies how to fill unexpected vacancies or recalls.

Committees

The newly proposed bylaws would provide clarity on how committees are formed, how chairs are named, how committee membership is decided upon, and how the board may maintain responsibility for the committees and any responsibilities which have been delegated to the committees. An Executive Committee would be added under the proposed bylaws, consisting of the officers of the board and the executive director, which would be subordinate to the board. This is also best practice within non-profits. Ruth raises a question about bonding, and it is clarified that the treasurer and executive director are currently bonded. The proposed bylaws would provide a check to the president’s power regarding the nominating committee, and would provide more guidance regarding the committee and the qualities of candidates. 

Executive Director and Staff, Official Publication

The director of the CO would be renamed to Executive Director, and the board would review their performance annually. The proposed changes allow more checks by the entire board on the executive director and staff. Ruth raised a question about what is a staff member, and Quintyn clarifies this is left intentionally flexible, in order to allow for flexibility in situations involving such matters such as contractors. Discussion arises as to whether the editors are staff, employees, contractors, or none of the above. “As a member of staff” is therefore removed from the proposed section on editors under the Official Publication article.

Amendments, Appeals

The proposed section would clarify responsibilities and requirements for bylaws amendments and for appeals. Proposed amendments would need to be submitted by March 15 in order to increase the ability of members to participate in that discussion before the Congress before the ballots are finalized. Appeals were edited to increase the time allowed for a member to submit an appeal and to decrease the amount of time the board may wait before responding to an appeal.

Discipline

The proposed bylaws would allow for lesser penalties than suspension and allow for the board to seek guidance from Robert’s Rules of Order, as well as clarifying the process of an appeal and clarifying what the results of a suspension may entail. Clarity is added to specify that the board may suspend a member of the league or else may provide lesser penalties, such as suspending a member of the board, which would require a ⅔ vote as previously discussed in an earlier section.

Additional Documents

The bylaws would require additional documents, as previously clarified in these minutes, which could be changed with approval of the Congress but which are not included in the bylaws themselves.

Other Discussion

Ruth suggests that the editors work “in coordination with” the executive director and the president, rather than “under the supervision of” the executive director, to further clarify that they are not employees. Articles 1 and 2 are largely the same, with some added clarity, as well as a minimum age of 14 for members, a process by which members may resign their membership from the League, and a procedure for the board to establish honorary members and non-voting categories. The board takes a moment to thank the bylaws committee for their hard work on this document. 

Proposal

The board votes to present this proposal to the membership for their consideration, wherein it may be edited prior to its inclusion on the ballot. Charlotte proposes to share this document with the membership and solicit feedback prior to the board’s next meeting in April. Quintyn seconds. David clarifies that, if we meet with members to solicit feedback, the board should take the feedback then discuss later as a board. The board generally agrees to this. The proposal passes unanimously with 7 votes. The meeting is adjourned.