Talk:Bylaws

Committee meeting 8-18-2016

Chose leader Mike_Barushok

Chose secretary Rachel_Tuck

2018 Board bylaws revision discussion

After meeting with a strategic planner for non-profits, we realized that our board terms were to short and reelecting the board yearly wasn’t productive for the growth we are experiencing. In an effort to stabilize the board and help MakeICT continue to move forward we will be posing a By-law change to create 2 year terms and only electing half the board yearly. We did research multiple non-profits and makerspaces to arrive at this decision and we decided to take the conservative baby step approach instead of going full blown, most non-profits have 3 year term and 3 term limits. The changes are as follows in bold italics.

Article III: How we meet
Section 2: Annual Meetings
Currently:
An annual meeting of all members shall take place sometime in June. The President shall select the date, time and place no later than May 31 of each year. The date, time and place of the annual meeting must be posted in the registered office and submitted to members electronically at least two weeks prior to the annual meeting. At the annual meeting, the voting members shall elect the Board of Directors, review and vote on the standing rules and policies of the corporation, receive reports on the activities of the corporation, approve the budget and determine the direction of the corporation in the coming year.

Proposed:
An annual meeting of all members shall take place sometime in June. The President shall select the date, time and place no later than May 31 of each year. The date, time and place of the annual meeting must be posted in the registered office and submitted to members electronically at least two weeks prior to the annual meeting. At the annual meeting, the voting members shall elect the term concluding Board of Directors positions, review and vote on the standing rules and policies of the corporation, receive reports on the activities of the corporation, review the budget set in January and spending to May 31st, and review, set goals, for the strategic plan.

Article V: The Board of Directors
Section 1: Role, Size, Term and Compensation

Current:
The board of directors shall consist of the four elected Officers as defined in Article IV, four elected at-large directors, and the immediate Past-President, all of whom are considered directors for the purposes of this article. All directors must be voting members of the corporation. Each elected director shall serve from the time of their election at the annual meeting until the following annual meeting (1 year), and the Past-President will serve 1 term immediately following the end of their elected term(s). ‍No elected director may serve more than 3 consecutive terms‍ on the board of directors. No director may be compensated for their service as a board member, though the corporation may provide insurance and indemnity for board members as allowed by law. Each person on the board of directors can only fill one position, and each director will have only one vote in board decisions.

Proposed:
The board of directors shall consist of the four elected Officers as defined in Article IV, four elected at-large directors, and the immediate Past-President, all of whom are considered directors for the purposes of this article. All directors must be voting members of the corporation. Each elected director shall serve from the time of their election at the annual meeting, a 2 year term with half the board being elected annually, and the Past-President will serve 1 term immediately following the end of their elected term(s). ‍No elected director may serve more than 3 consecutive terms‍ on the board of directors. No director may be compensated for their service as a board member, though the corporation may provide insurance and indemnity for board members as allowed by law. Each person on the board of directors can only fill one position, and each director will have only one vote in board decisions.

I will suggest a standing rule be made to deal with future elections, if this passes at the Quarterly Meeting March 24th (Which was not fulfilled by the Board) . I have updated it to reflect the current situation.
Proposed will be as follows:
President ,Treasurer, At-Large 1 and 3 are elected on odd number years with Vice President, Secretary, At-Large 2 and 4, being elected on even numbered years. All officer shall serve a 2 year term. To establish At-Large positions we will use rank order voting, as provided by the by-laws, with the candidates either running for the 1 year term or 2 year term at the 2019 elections only. The top 2 vote getters in each term will serve out the term elected for. All odd year officers will sever a 1 year term President and Treasure. All even year officers will serve a 2 year term Vice President, Secretary.
When a current board member resigns, is removed, or gets elected to another position, the board will appoint a member of the current board to fill that position. If the position open is a Director At-Large, the next person in line from the previous election will fulfill that role.

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Filling board vacancy: Vacancies on the board shall be filled at the next regular meeting using the applicable process outlined in Section 3. Should probably be: Vacancies on the board shall be filled at the next regular board meeting using the applicable process outlined in Section 3.

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Article IV Section 1: Everything past the first sentence is duplicated in Article V Section 1 and should be removed. (optional to refer to Section V, instead of striking).