Bylaw Change at March 24th General Meeting


#1

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 current in italics, with future 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.

Change to:
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, approve the budget and determine the direction of the corporation in the coming year.

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.

To:

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.

It 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 2018 elections only. The top 2 vote getters in each term will serve out the term elected for.


#2

Thanks for doing this Malissa!


#3

Looking at the current bylaws and given that we now have around 400 voting members, it appears you will need at least 100 voting members (25%) at the March 24th meeting in order to have a quorum, and at least 2/3rds of those members voting at the meeting must approve the change. Is that correct?

Curt


#4

If that is the case, we will not even be able to elect officers. We will be holding electronic voting, the same as what we currently use to elect officers, following the general meeting in March. We will need to meet the same threshold as stated above. We put this out now hoping to get input from the membership and support from the membership. The current board is still learning their roles and how to work together. We also only have 2-3 members out of the 9 who have been on the board more than 1 year. This will lessen those issue.


#5

Ok, it doesn’t sound like there is going to be an official announcement from the Board about how the vote will be conducted, so I’ll do my best to puzzle it out from your response:

From what I recall of the annual meeting and your statement that this vote will be done the same way, I’m guessing the vote on bylaws changes will be conducted as follows:

  1. The issue will be discussed at the quarterly meeting (Saturday March 24th 6pm) but no vote will be taken on the bylaws change during the meeting.
  2. At the conclusion of the meeting (Saturday 7:30pm ?), all active members will be emailed electronic ballots (using SurveyMonkey?).
  3. The vote will be open for 48 hours.
  4. Results will be tallied and emailed out following the conclusion of the vote (shortly after Monday 7:30pm ?).
  5. At least 25% of active members (roughly 100 out of 400) must vote in order to have a quorum and a valid vote.
  6. At least 2/3rds of the votes cast must be in favor of the change for it to pass.
    Did I miss anything?

Curt


#6

Not officially announcing anything, since it is not my place to do so. I will just observe that it seemed to me that the sense of the meeting was to defer any change for the next (annual?) meeting. So, no electronic voting at this time.


#7

There was good discussion at the meeting but enough reluctance that we decided not to put this forward to the membership. I’m not sure if there’s a perfect org structure, but I’d like to hear more ideas about what people think would improve on what we have. Several people said they see opportunities for improvement, but there’s a risk associated with two year terms that they weren’t sure they were ready to vote for.

So we’re back to the drawing board, for now.


#8

Ok, there’s one angle we didn’t look at it’s co-ops. I will suggest to the committee we check that angle. The way were run is like a member run co-op. Did you see the discussion I started in the Nation of Makers FB group? Several other spaces seem to be in the same boat.


#9

Shall we do a survey?


#10

Yes, based on feed back at the meeting we will not be going forward with a vote. I will ask the committee to study an angle I didn’t think about, member run co-operatives, I plan on doing a survey, and I have begun a discussion with other maker spaces in the Nation of Makers FB group Maker space Organizers https://www.facebook.com/groups/makerspaceorganizers/


#11

I believe that is a closed group. Several of our members have joined the facebook group, but it is not something I would think they want everyone from one space to join to read.

Malissa, could you summarize the pertinent parts of that discussion for us to read here?

I, for one, am not joining something else to sift through “the Nation of Makers FB group” just to see what you are referring to.

Mike B


#12

I didn’t want to bias it with my opinion so I allowed the post to die and took screen shots of the conversation so you could form your own opinion.


#13

I should have cropped the images to just the conversation…


#14

Greenshot is a wonderful tool. No cropping after work just mouse a box around the screen you want, and add highlights in the tools if you want.

image
Let see if this is better. It was hurting my eyes to try to read the original.






#15

Thanks


#16

Thank you, Malissa.

The opinions and experiences of the other groups, and how they do their terms for their boards of directors seem all over the place.

Maybe rearranging the deck chairs on the Titanic would have been a waste of time and other resources, but I bet the discussions about whether and how to do so would have seemed important at the time to those who were involved.

I, for one, suggest putting our time and effort elsewhere than this proposed change to the bylaws.

Mike B


#17

There is much more important stuff to be focusing on, why do we always get caught up in this crap. Lets move on… How about a bigger building?


#18

I for one am sick of the criticism without added value to the conversation. If you can’t say anything nice or add value to the conversation you’re better off keep in your thoughts to yourself. The board is a reflection to the outside world of the Maker Space, successful businesses don’t change their leadership yearly. While we are a nonprofit, we are still a business. It was recommended by the strategic planner to lengthening terms to help get us out of the weed of the day to day running of the maker space to lengthen our terms. Someone who has a longer term is more likely to work on future planning, such as a bigger building, those things take time that’s not allowed with 12 month terms.


#19

I don’t think we should be afraid to criticize each other, but I do hate it when someone says “why are you wasting time on X when you should be doing Y”. This was a pretty simple task that Malissa volunteered for. There’s a million things that need done but I think strategic review is one of her strengths. Here’s one of my first rules of leadership: If someone is enthusiastic about something, try not to squelch it. Judge each idea by itself: do you like two year terms? I personally feel like we’ve had a lot of mixed messages on board and organizational structure this year.

Then the next topic: if something is important to you and you feel like it’s not high enough on our priority list, let us know. If you want a new building to happen make sure you’ve signed up for the new building committee (http://bit.ly/makeict11). Ask what you can do to get that ball rolling, ask for volunteers for obvious tasks you see that need done.


#20

When you run for a leadership position, you put yourself under the microscope, and will get criticism from many people. You didn’t even come to the meeting where we discussed the term limits. Many people were against it. Is was decided the next board could reevaluate it and do what they wish. You should respect that and quit dragging it out. Apparently you have a problem with me, unfortunately that’s a problem I can’t fix.