Author Topic: Bylaws Revision DRAFT for review (Read 8319 times)

kjayers · « **on:** July 16, 2009, 07:16:18 pm »

Hey folks!

I've been saying it and saying it, and now here it is. Thanks to a lot of hours put in by the Bylaws Revision Committee and Contributors, plus some input from *gasp* a Founder and even *doublegasp* an attorney, we finally have something worth looking at.

It is a massive, massive revision, but we made ourselves justify every single change as one (or more) of the following:
1) To clarify/codify current practice.
2) Correct an oversight (usually something really obvious) and/or close a loophole (often less obvious).
3) Improve the organization and/or layout (to make the document easier to understand or find stuff in).
4) Simplify and streamline (why use 30 words when 10 will do?)
5) "For completeness" (which is basically filling in gaps created by meeting one of the above requirements).

For your reviewing convenience, the draft is presented in two formats:
One where it's just the draft, all by itself:
http://www.kumoricon.org/files/bylaws/drafts/2009-07-16-001/bylaws-committee_draft.html
One where the draft and the current Bylaws in effect are side-by-side:
http://www.kumoricon.org/files/bylaws/drafts/2009-07-16-001/bylaws-committee_draft-side_by_side.html

The side-by-side also has a third column, with the changes identified, justified, and sometimes explained in more detail.

I'd like to thank Jeff Tyrrill, Andrew Duncan, Steve Unfred, Ellen Klowden, David McCarley, Charlie Mitchel, Megean Duncan, and Ryan Stasel for their time, contributions, and commitment (even those who had over-committed and found they needed to pull out).

[Edit by JeffT:

The latest version of the bylaws are linked here:

http://www.kumoricon.org/files/bylaws/drafts/2009-08-19-000/bylaws-committee_draft.html
http://www.kumoricon.org/files/bylaws/drafts/2009-08-19-000/bylaws-committee_draft-side_by_side.html

]

JeffT · « **Reply #1 on:** July 17, 2009, 01:23:02 am »

I'm eager to hear questions and comments on this. Some of the explanations (in the third column of the "side-by-side" version) are brief, so feel free to ask for elaboration if you're curious about why something is the way it is or why it was changed. It is very likely that some of you will think of things we didn't, so don't assume there is not room for improvement.

That said, if there are major changes the membership would like to make in the way the organization currently works, the bylaws committee will likely recommend it be proposed in a separate amendment, as the goal in most cases was for this bylaws revision to continue our current practices, while creating a much better document.

DarkStar · « **Reply #2 on:** July 18, 2009, 12:37:31 pm »

I just wrapped up reading the bylaws changes...

I know that most members won't be able to completely understand the document, however they should all be aware that this is the single most important legal document to the organization.

Congratulations to all those involved with getting these major revisions drafted and hopefully it leads to a much stronger (and thus more successful) organization!

Rathany · « **Reply #3 on:** July 19, 2009, 12:47:29 pm »

Questions -
1) Since our principle address is stated in the bylaws, are we then required to do a bylawns change/vote if we change our address? We happen to be keeping the same addy thing year, but we usually change it year to year.

2) If a Board elected position becomes vacant very close to the convention, can the Board have emergency authority to appoint to the position? ie - if I do a runner two weeks before con, can the remaining board just spackle someone in?

3) Ok, confused at one thing. Due to the nature of how we are set-up, every attendee of our convention is a member. We need to be set up that way for certain legal reasons. We cannot technically be an 'admission required' event. We are an event which is 'free to our members'. This set of bylaws make ti sound like every attendee, as opposed to every staffer, gets a vote in elections.

My understanding is that is why the old bylaws had 'members' and 'voting members'. Attendees are members. Staff are 'voting members'.

So, am I reading this right?

kjayers · « **Reply #4 on:** July 19, 2009, 05:59:46 pm »

@Rathany

1) The old and new bylaws both say "The Board may change the principal address from one location within, or outside of, the State of Oregon to another location at their discretion. The Secretary shall note any such change and the Board shall amend the bylaws, by majority vote at a Board Meeting, to reflect any such change." It was noted that it is silly to have an amendment to change the address is the address is not indicated in the first place. While bylaws amendments in general require 2/3 Board and majority Membership votes to pass, this particular item is indicated as an exception, requiring only majority Board to update.

2) a) I think you mean Member-Elected, since that is what you are, and the Board would have no need to "appoint" a replacement Board-Elected Position in lieu of simply electing a replacement. b) Assuming that to be the case, no. Under the current bylaws, the Board does not have any sort of "emergency" powers. While this may be a good idea for amendment in the future, and could be considered a loophole that deserves closing, we did not address this under the current draft.

I personally would recommend against attempting to add emergency powers of appointment for a couple reasons. First, how can we restrict the definition of emergency such that a future Board cannot take advantage of the situation to install a person the Membership may not support? Second, the closing of this loophole would involve enlarging the Board's powers rather than restricting them, which is something that should never be undertaken lightly.

3) We cannot be an "admission required" event? Why not? None of us on the committee were aware of such a restriction, and we were under the impression that the avoidance of admission fees was to avoid sales tax if we move to (or if Oregon becomes) as sales tax state. Do you have any references to this that we can research? If this is the case, what are we doing with the dances? Are those different in some way such that we can charge admission for those? (Because dance attendees are not privileged to the "membership benefit" of attending other events....)

Based on the above-mentioned impression, we removed the class of "non-voting members" (=attendees) in order to simplify. Then there becomes no need to make a distinction or address the status or limited privileges of attendees, because they are not any sort of members.

JeffT · « **Reply #5 on:** July 19, 2009, 07:13:17 pm »

2. If a member-elected position became vacant, the board could immediately appoint a person or people to fulfill that person's duties that pertain to running Kumoricon, because the bylaws explicitly delegate that power to the board. As long as we use a name of that person's position to indicate that it is temporary (for example, "Acting Director of Relations" or "Interim Director of Relations"), there shouldn't be any problem. The only difference is that person would not be a voting board member and they would not be entitled to official notice of board meetings. In general, for a vacancy, it is the responsibility of the board to schedule a special election to fill the vacancy if it can be reasonably done. Also, there is a provision whereby 20% of members can force a special election if the board does not schedule one to be held within 90 days of the start of the vacancy.

3. I'm going to look into this a bit, as it was discussed some among the committee.

RemSaverem · « **Reply #6 on:** July 20, 2009, 12:14:29 am »

While am I unaware of the origin of any rule that we have to have "admission free to our members", if it does have to do with avoiding sales tax, remember that we did, in fact, hop across the pond to Vancouver, WA already one year. So perhaps having such diction saved us a multiple accounting problems or expenses that year?

Quick thoughts:
(1) I'd put a comma between "event" and "Kumoricon" in the Statement of Purpose.
(2) Double-checking the present address in II.B., should the suite be 258-260 instead of 258-206?
(3) In III.E., I would recommend the following punctuation:
(a) in (a), commas after "if" and after "transaction";
(b) in (a), semi-colon after "disclosed";
(c) in (a), replace "or" with "and/or";
(d) in (b), comma between "Members" and "and".
(4) In IV.B.4, to maintain parallel phrasing, remove "To" and capitalize "[P]ersonally".
(5) In the Vice job description, should a line be added to authorize the Vice to take on additional tasks in which the Chair is not directly involved? (e.g., special projects such as Staff Preservation and Maid Squad....)
(6) In the Secretary job description, I think "give notice" is more correct than "give notices".
That's all I have time to comment upon at present; I currently do not have 'net at home and am paying to be online at Kinko's. More when I can. Love y'all, and thanks for the chance to participate, both over the past several months and in this thread! Rem/Ellen.

Rathany · « **Reply #7 on:** July 20, 2009, 01:35:35 am »

The 'free to members' thing is for the following reasons:
1) Some of the events we run would have to be handled very differently. The tea parties, for example, would need ... I think they'd need a permit. I had to talk to the City of Portland extensively last year to make sure that we were fully in the clear on having the Ouron Tea Party. I don't remember all the details, but the fact that someone had to join our organization before attending a panel with food, whether the event had a ticket or not, was what made it okay.

2) Viewing permissions. At least one company that we work with only gives viewing permissions to events that do not charge a separate admission. IIRC, it's Viz. So, I don't think we can get all our permissions if we are set up differently.

These are just the issues I am aware of. There may be more.

kjayers · « **Reply #8 on:** July 20, 2009, 08:02:11 am »

@RemSaverem
Thanks! I'll review and pass on to Jeff (cc you).

@Rathany
So, not legal reasons, but business reasons. Significant business reasons.

However, we might just have to yield it up, due to ORS 65.227:

Quote

(1) Unless the articles or bylaws provide otherwise, each member is entitled to one vote on each matter voted on by the members, including each matter on which a member is entitled to vote under this chapter or the articles or bylaws. Except as expressly prohibited in this chapter, the articles or bylaws may provide for different allocations of votes among member classes or exclude the members or some or all member classes from voting on any issue on which they would otherwise be entitled to vote under this chapter. Persons not retaining a right to vote on more than one occasion for the election of a director or directors shall not be deemed members.

So, we could create a class that is not entitled to vote on this issue or that issue, but if we create a class that is not entitled to vote on any directorship, that class would not be considered members by law.

Even if we could legally create a non-voting class, then we'd have to figure out how to determine who was in it. Full-weekend passes? Pre-reg? Day-trippers? If the different prices are paying for different classes of membership (and how else could we justify it, if we're saying that what they are paying for in the first place is a membership, not attendance), then how shall those differing classes be distinguished?

Possible workaround: Do the two things you mentioned (City of Portland for the tea party, and Viz for the viewing permissions) require that "attendees" be members of the organization itself (Altonimbus Entertainment) or just of some amorphous thing such as "the con" or even "the event". Because then we can say that purchase of any attendance package also grants membership in some other thing.

RemSaverem · « **Reply #9 on:** July 21, 2009, 05:27:29 pm »

Interesting possibility.

kjayers · « **Reply #10 on:** August 08, 2009, 03:54:20 am »

Latest Changes here:
http://www.kumoricon.org/files/bylaws/drafts/2009-07-20-000/bylaws-committee_draft.html

http://www.kumoricon.org/files/bylaws/drafts/2009-07-20-000/bylaws-committee_draft-side_by_side.html

Change list by section
1: Suggested comma inserted

3.E: For consistency with all other item lists in the bylaws, split the items into paragraphs (which means we are at the “numbered” level of hierarchy, not “lowercase-lettered”), and used a semicolon after (1), because that is consistent with how it is done everywhere else in the bylaws, and used a colon before the start of the list, again for consistency with the rest of the bylaws. Other commas inserted as suggested.

3.E: Added “or known to the Board” after “disclosed”, to reflect the one bit in the law that applies to us that wasn’t already there. I didn’t add the part about a committee, because I think that is referring to the special type of committee, which Oregon law authorizes, which allows the board to delegate its functions to a committee. This could get complicated, <sigh>. I think we can just leave out references to this type of committee in our bylaws entirely. Note, the “committees” we have like our bylaws committee, or even less formally, dance committee, I think are not considered this special “type” of committee, as they aren’t really board committees (non-board members are committee members).

4.B.4: Suggested change to remove “To” implemented.

kjayers · « **Reply #11 on:** August 19, 2009, 06:34:41 pm »

Latest changes: Voila!

http://www.kumoricon.org/files/bylaws/drafts/2009-08-19-000/bylaws-committee_draft.html
http://www.kumoricon.org/files/bylaws/drafts/2009-08-19-000/bylaws-committee_draft-side_by_side.html

Changes:

4.A: Changed paragraphs 2 and 3 to subparagraphs of 1.
4.A: Added a new paragraph (4.A.2): “In addition to the duties for Officers enumerated in this Article, the board may assign additional duties to Officers.”
6.B, struck “pertaining to the production, planning, and hosting of Kumoricon” so it says: “There shall be a Director of Operations, Director of Programming, Director of Publicity, and Director of Relations who act as Managing Directors of Kumoricon, and whose powers and responsibilities shall be determined by the Board.”
Replaced “powers and responsibilities” with “duties”. More consistent with the Officers article, since we’re basically aiming for consistency among board members, and isn’t it a more concise and precise way of saying the same thing?
In four paragraphs, strike the word “event” when it says “Kumoricon event”: 8.B.3, 8.B.4, 10.B.11, 10.B.12. Otherwise, it could possibly be interpreted to mean any mini-event. (In other places in the bylaws, this is already clear—it’s only these 4 paragraphs where it might be ambiguous.)
In 10.A.13 and 10.B.13 (minutes for board, and membership, meetings, respectively), uncapitalized “Minutes” as it is not one of the words we are normally capitalizing.

In re the concern about membership that Dawn brought up in the forums: even as conjoined as Altonimbus Entertainment and Kumoricon are, they are not the same thing. The former is an organization, and the latter is an event. Membership in the convention need not be defined in terms of membership in the organization that puts on the event. Any further sticky wickets on this, or do we have consensus that this understanding (and education of the necessary folks) of the distinction will be sufficient?

JeffT · « **Reply #12 on:** August 19, 2009, 07:45:21 pm »

The latest posted version is most likely the final version which will be presented to the members and to the board for vote.

JeffT · « **Reply #13 on:** August 26, 2009, 11:31:44 pm »

At the August 22 general meeting, the latest bylaws draft posted in this thread passed the membership vote unanimously. (Only two-thirds was needed to pass.) This followed the necessary two-thirds board vote at the board meeting the day before. The amendment specifically stated that the effective time would be September 10.

Therefore, the bylaws page on the web site has been updated to reflect this amendment.

kjayers · « **Reply #14 on:** August 27, 2009, 10:08:16 pm »

What he said

Also:

Since the draft has been adopted (effective September 10, 2009), we're no longer discussing the draft. If you have questions about bylaws or suggestions or concerns, please email me, secretary@kumoricon.org. If you wish to start discussion, a new thread can be started since it's no longer "draft" revision discussion.

Thanks, everyone, for your support and insights (and votes).

Again, I'd like to thank Jeff Tyrrill, Andrew Duncan, Steve Unfred, Ellen Klowden, David McCarley, Charlie Mitchell, Megean Duncan, and Ryan Stasel for their time, contributions, and commitment (even those who had over-committed and found they needed to pull out).

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