Initial stab at proposed By-law change

[Douglas Robinson]

Here is my first rough try at a proposed amendment to the By-laws with regard to the terms of the BoD;

PRESENT SECTION:

6.1.5 The term of office for all Directors shall be approximately one year beginning on the first weekday of the fiscal year and lasting until the first weekday of the next fiscal year.

PROPOSAL ONE:

6.1.5 The term of office for [all] three Directors shall be approximately one year beginning on the first weekday of the fiscal year and lasting until the first weekday of the next fiscal year, the term of office for the remaining four Directors shall be approximately two years beginning on the first weekday of the fiscal year and lasting until the first weekday of the fiscal year two years after their election. All subsequent terms will be two year terms, with the terms of the Directors staggered so that three seats on the Board of Directors are open for election each year.


PROPOSAL TWO:

6.1.5 The term of office for [all] two Directors shall be approximately one year beginning on the first weekday of the fiscal year and lasting until the first weekday of the next fiscal year, the term of office for two more Directors shall be approximately two years beginning on the first weekday of the fiscal year and lasting until the first weekday of the fiscal year two years after their election, and the term of office for the remaining three Directors shall be approximately three years and lasting until the first weekday of the fiscal year three years after their election.. All subsequent terms will be two year terms, with the terms of the Directors staggered so that two or three seats on the Board of Directors are open for election each year.

 

[scsmith42]

Doug, what about staggering the terms so that the Treasurer's term and the fiscal year do not end at the same time? Should we address that?

 

[Douglas Robinson]

I forgot about that one. I don't know the est way to do that. We could specifically set out that the treasurer's term expires 6 months after the fiscal year. Anyone have any ideas?

 

[McRabbet]

While it would be ideal to have an overlap, can't we rely on consultation as we have in this past year? The reason I'm saying this is two-fold -- the Members elect Directors and the the Board then elects the actual officers so it would be difficult to elect a Treasurer on a different term; second, Travis has been able to sort out almost everything (I believe) after some discussions with Steve.

Doug -- on your proposed Bylaw language -- Proposal One is the cleanest and easiest to understand.

 

[Douglas Robinson]

Thanks for the quick feedback Rob. That's one in favor of Proposal one. Anyone else? Bear in mind we can massage the wording.

 

[TracyP]

+1 for version 1

 

[Tar Heel]

Another vote for #1. How will it be decided as to who fills the 1 yr vs 2 yr terms. One option would be in terms of numbers of votes received, the 4 highest vote getters fill the 2 yr terms with the three lowest filling the one yr term. This should be addressed now...don't know if it actually needs to be in the by-laws, but my recommendation is that the method be included. Another way would be for the four officers to fill the 2 yr terms, etc. On second thought, since the 1 yr vs 2 yr terms will apply only to the next election, it probably does not need to be in the by-laws but a method should be determined in advance and made a part of the minutes.

 

[scsmith42]

If we go with option 1, then another option may be to transfer the treasurer duties from the outgoing treasurer to one of the BOD members that still has a year left on their term.

Another potential way to address this is to have the election 3 months prior to the start of the new term. That would allow for an orderly transition between the incoming/outgoing BOD members, and provide for new BOD members to be able to participate in BOD meetings during the transition (BOD Member elect) term.

 

[Travis Porter]

It is going to be a lot easier on whomever takes over the treasury stuff for the fiscal year to be offset from the director term. I have and continue to struggle with a lot of it. There will be others that have it easier, but having to start off fresh with a brand new fiscal year is and has been painful.

 

[McRabbet]

I agree with Stuart's proposal for assigning the top vote getters to the first set of two year terms and the others to one year terms until the following year. I also agree with Scott and Travis' desire to have at least 3 month offset for the Treasurer before the end of the Fiscal Year. I would recommend that we make the Director's terms two years (per Proposal One as modified) from July 1 - June 30 and to move our Fiscal Year to a Calendar Year basis. So I'd propose an amendment to the bylaws would make our next Fiscal Year run for only six months, starting next July 1. If we move the elections to an earlier date, it would make it difficult to hold our Annual Meeting at the Picnic in May.

 

[TracyP]

I have a concern about the term discussion. I feel that there are a couple of positions that would be much better if they were two year terms. The two positions that I am referring to are the Treasurer and the Webmaster positions. Travis had a LOT to take hold of in a very short time, and I feel that he did a great job with the transition. Not everyone would be able to do that. The Webmaster position requires a lot of transition of software and server related stuff. It took me about two or three months to get it all under my belt as it probably did Travis. ALL of the BOD positions are extremely important for the success of NCWWI. But these two positions require a lot of time and energy to just obtain the minimum that is required to successfully manage the position. The software ownership turnover took a couple of months to get up to speed on, and I am still looking daily at things that are needing attention. Personally, I really have enjoyed the position I fill and think that I would be hard pressed to turn it all over to someone without fully understanding it all. A year is a tight time frame to learn, update, implement, and then turn over to someone else all of the accounts that NCWW owns and must maintain to remain Who We Are. Thanks for listening to me ramble......

 

[McRabbet]

Tracy, one must assume you want to stay on the Board and hopefully, Travis shares that sense of service as Treasurer. I believe we could allow the Board of Directors make the decision who fills the 2-year positions and who might want only a 1-year position -- I don;t think it needs to be dictated in the bylaws (we had the same situation with my homeowners association and we had no issues declaring which director was a 1-year or 2-year candidate during the transition period from annual to multi-year terms of office). If we all continue to do what I perceive is a good job as a Board of Directors, I doubt we will be replaced in the next election unless we choose not to run again. As a Director, I agree that those two positions are key because of their challenging learning curves and are also vital to the smooth and fiscally sound operation of the organization. If reelected, I'd support those being two year positions on the next Board.

 

[TracyP]

For the record, I have trouble putting my thoughts into written words sometimes. I am glad you read my words as I intended them to be read:icon_cheers:icon_cheers. It was not intended to be negative in any way, and I am glad it did not read that way:wink_smil:wink_smil. The learning curve for all of us has been big and I hope we all remain on the board as long as we want to. I am just now to the point that I am somewhat comfortable with what I am doing.

 

[Travis Porter]

Tracy, I don't think anything you said came across as negative whatsoever.

Another reason for the Webmaster and treasurer is the transfer of stuff. Bank accounts require face to face, credit cards you have to reapply for, all of the account ownership I am sure Tracy dealt with (as did I with finances) are a pain.

Basically, I agree with what has been read/suggested.