Bylaws Original Vs Proposed (Fall 2013, Major Changes)

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Please help contribute to this table! All of these policy changes have been derived by members comparing the two sets of bylaws, since the Board has declined multiple requests to furnish any sort of diff of the two, and the proposed bylaws are a complete rewrite of the existing bylaws, making machine comparison difficult.

If you don't want to deal with table formatting, just put your changes at the bottom of the page, and someone else will come along and add it to the table.

Please see here for pointers to both documents, some machine-generated diffs, and summaries of some member-feedback meetings about these bylaws. (The first such meeting is not yet documented, but included some proposed member additions to the bylaws.)

Note: To sort by column in the table below, click on one of the arrows in the header.

Current Bylaws Section
Current Bylaws
Proposed Revisions Section
Proposed Revisions
Voting member threshold requirement
"at least six of the previous twelve months"
"the last six consecutive months"
Matters requiring a member vote
11 different matters
9 matters; two were deleted. Members no longer vote on one-time expenses or on establishment and definitions of categories of membership. (In addition, member can also no longer pick our own officers because the Board appoints them instead; see 6.2 (current) 5.3 (proposed))
Ability of members to bring matters to a vote
"Any matter may be brought to a vote during a meeting by a Voting Member..." Provision deleted.
Vote passage at Special Meetings
"Passage of any matter presented for a vote shall be determined by a majority of the votes submitted during the Voting Period and not based on a majority of those present at the meeting." Provision deleted.
Voting method (None specified)
"Voting shall be performed through electronic voting."
Composition of the board
Size of board 3 to 7; a majority are elected by voting members
3.3.2 iv, 4.2
Size of board 5 to 13. The document appears to conflict itself regarding how many directors are elected by members. In 3.3.2 iv, voters must vote on "Any election to elect a director of the Board; excepting, however, the minority of Board seats selected by a vote of the directors of the board". However, 4.2 states "The Voting Members shall elect four Directors of the Board and the Board will appoint the remaining Directors of the Board." Gui Cavalacanti is named as a permanent, non-voting Board member with no obligation to the organization.
Officers vs. Directors No provision
All officers are now directors of the Board, including voting rights. (Proposed) sections 5.1 and 5.3 thus mean: The members elect 4 voting Board members. The Board appoints 3 more. Then the Board appoints 3 more Officers, meaning that the members have elected 4 members and the board has self-appointed 6, so member-elected positions are permanently in the minority and Board-appointed voting positions are permanently in the majority. (Note that this may also lead to a conflict of interest, as per 6.1, officers may receive compensation, and the Board may determine the salaries of officers.)
Creation of brand-new Officer positions No provision
The Board may create additional brand-new Officer positions whenever it wants. (Note that 5.1 says they can vote, and 5.3 says the Board appoints them---members can't elect them. All of these together mean that the Board can manufacture as many self-appointed voting members it wants.)
Election of officers
Officers are elected by members
Officers are appointed by the Board
Bylaws amendments
2/3 of all voting members must vote in favor of amendments.
No quorum at all on how many people must cast a vote---amendments must receive 2/3 of total votes cast, no matter how few total. [Note "casted" typo.]
Calling Special Meetings Provision not present.
Must declare them at the start in a special way.
Starting a vote
Doesn't require an in-person quorum.
Requires 15% quorum. Alternate interpretation: votes are started at meetings, and if 15% of members are present, voting also ends at the meeting, with non-attending members losing the ability to vote. (Proposed language is ambiguous.)
Submitting votes
Proxies allowed. Provision deleted.
What a member can bring up at a meeting
Any measure may be brought up and seconded, which starts the vote. Provision deleted.
Executive Committee No such concept
Mentioned in 4.7, but not otherwise defined, and has all the power of the Board itself between meetings.
Can employees be Board members?
4.3, 8
No, except for the President. Provisions deleted.
Advisors to the Board
Unspecified powers.
Specifically honorary only, no rights to notice or votes, and no other rights or responsibilites, unless the Board says so.
Spending limits without member vote
3.14, 11, 13.4
$10/$20K for one-time expenses Provisions deleted from all three places.
Mentioned, but no specific duties are assigned.
Mentioned, but no specific duties are assigned.
Conflict of interest
All of section 17
Must have one, but details no longer nailed down in the Bylaws themselves.
All of section 19 Provision deleted. Most of it seems to be in the personnel-policy document.
Periodic bylaws review No such concept
Periodic review required
Disclosure of financial conflicts of interest
Must be disclosed to all Voting Members Requirement fails to appear in new (non-Bylaws) conflict-of-interest document, meaning that such disclosure, mandated under the old Bylaws, would no longer be. Note that new (not-part-of-Bylaws) document also talks about an Executive Committee (we don't have one) and mentions Union Square Main Streets (!), which strongly implies no one on the Board ever actually read the conflict-of-interest document they themselves published and which supposedly they must abide by.
No member of Board may be an employee other than the president, and no employee may serve on the board other than the president. Provision deleted. (Note again that per 6.1, the board may set employee salaries.)
Filling board vacancies
If there's a vacancy for a seat which members elected, members must elect a replacement; if a vacancy to an appointed seat, the Board may appoint a replacement.
Vacant seat filled by 2/3 vote of voting members during voting period for board seats elected by members. (Possibly this is ambiguous, but it seems to means that you can't fill a vacant, member-elected seat without 2/3 of all voting members, not just members who opt to vote---which is way more votes than it took to fill the now-vacant seat in the first place).
Voting period
Members will have a certain period of time (determined by the president) following the date of the meeting to vote on any matter....which shall be at least 3 days
" period, defined as a certain period of time of at least 3 days, to be determined by the president following the meeting date where the said matter was presented for a vote... " (Removing the parentheses may be just a typo, but it results in the president having the ability to set the election length after the election starts, hence possibly terminating or extending an election based on how it looks like it's turning out so far.)
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