August 2015 Bylaws Vote

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Vote on the proposed Bylaws changes will begin on August 19th, 2015, 6 pm and run until Sept 2, 2015, 6 pm.

Contents

Who Is Eligible To Vote?

You're eligible to vote if:

  • For at least one or more days during the period while the the polls are open, you have been any sort of monthly member (does not include daypasses) for 6 or more of the previous 12 months.
  • Institutional memberships receive only one vote. Who casts that vote is up to the Institution to decide, and should be reported to the Election Commmissioner by the person who pays that Institution's bills.

Voting Process

Standard Method

We will be using paper ballots available at the front desk:

  1. Give your name to the volunteer at the front desk during our normal staffed hours (noon to 10pm Monday through Thursday, and 10am to 6pm Friday through Sunday).
  2. They will check off your name from the list and hand you a ballot.
  3. Complete the ballot while standing at the front desk and turn it in.

You will not be allowed to take ballots away from the desk. We will have sample ballots available with links to the relevant wiki pages, so you can see what the ballot will look like and find out more info about the candidates.

Alternate Methods

Vote on the proposed by law changes will begin on August 19th, 2015, 6 pm and run until Sept 2, 2015, 6 pm.

If, for whatever reason, you will not be able to cast a ballot in person during the voting period, contact the Election Commissioner, election-commissionerREelection-commissionerMOartisansasylum.comVEME@artisansasylum.com on or before Tuesday, September 1, 2015 at 6 pm,. There are TWO additional ways to vote:

1) Vote by making arrangements with the election commissioner who will then call you (with the phone number of record). The election commissioner (and the NSA, of course) will be the only ones who know how you voted.

2) Voting via email (non-anonymous, and least secure) - you will send in your vote via email, WITH A PHONE NUMBER AND TIME when the Election Commissioner can call you back to verify your vote. The phone number you give must be the one on record at the Asylum. . It may take up to 24-36 hours to verify your vote. All votes will be verified before the election closes.

What Are We Voting On?

The membership is voting on a change to the bylaws.

Casting a YES will update the Bylaws as listed below; casting a NO will make no changes to the Bylaws. There are FOUR INDEPENDENT sections you can vote on.

Creation of separate Executive Director and President Roles

To support the separation of the executive director and President roles the following changes will be made to the by-laws:

a) Replace "President" with "Executive Director" in articles 3.2, 3.14(x) and 12 and "Clerk" with "Executive Director" in article 7.7.

3.2 Admission of Members. Any member of the public can be a Member in any given month by paying their membership fee by the first business day of the month and by being in compliance with all policies of the Corporation, or as otherwise determined by the Executive Director.
3.14 (x) any veto of a decision by the Executive Director or any other corporate officer, based on a 2/3 vote of all votes cast by the Voting Membership during the Voting Period.
Article 12 Voting of Securities. Except as the Board of Directors may otherwise designate or require, the Executive Director may appoint any person or persons, with or without power of substitution, to act as a proxy or attorney-in-fact for the Corporation at any meeting of stockholders of any other corporations, the securities of which may be held by this Corporation.
7.7 Resignation and Removal. Any Officer may resign at any time by giving written notice of such resignation to the Executive Director or President. Such resignation shall be effective upon receipt of such notice, unless the notice specifies a later effective date acceptable to the Corporation. The Voting Members may remove any officer by a 2/3 vote (based on votes cast during the Voting Period) at any time with or without cause, at any regular or special meeting of the Members duly called.

b) Article 6.1 would be changed to add the Executive Director to the list of officers.

6.1 Officers. The Officers of the Corporation shall be: Executive Director, President, a Secretary (or Clerk) and a Treasurer. The Corporation may also have a Chief Financial Officer, one or more Assistant Secretaries, one or more Assistant Treasurers, and such other officers as the Board of Directors may determine from time to time.

c) Article 7 would have to be rewritten as follows to add 7.1 Executive Director. Subsequent sections would be renumbered. The new Section 7.2 would be revised as follows to describe the role of the President.

7.1 Executive Director. The Executive Director shall be the Chief Executive Officer of the Corporation and, subject to the control of the Board of Directors, shall have general charge and supervision of the affairs of the Corporation and, except as otherwise provided by the Articles of Organization, these By-laws and the Massachusetts General laws, the President shall see that all orders and resolutions of the Board are carried into effect.
7.2 President. The President shall be the primary elected representative of the Voting Members and perform the duties of the President as described in these By-laws.

Change to Article 8 Compensation

Proposal to change Article 8 of the by-laws to replace "employee" with "full or part-time salaried employee".

No member of the Board of Directors may be full or part-time salaried employee of the Corporation excepting the President of the Corporation, who may serve as a Board Member if elected to the position. As noted in Section 4.3, no employee of the Corporation other than the President may serve as a member of the board of directors.

Change in Spending Cap

Proposal to change "Section 3.14 Matters on Which Voting Members Vote" from

viii) any one-time expense or spending by the Corporation for ten thousand dollars ($20,000.00) or more within a 12 month period

to

viii) any one-time net expenditure by the Corporation exceeding 8% of the last filed IRS Form 990 stated income.

Separating the President from Board Service

Proposal to prevent the president from board service changing the by laws would be removal of the bold text from the by-laws:

4.3 Limitations: The employees of the Corporation are ineligible to become Directors of the Corporation during the term and tenure of their employment or agency. Notwithstanding the foregoing, the President of the Corporation may serve as a Director.

and

Article 8 Compensation Officers may receive reasonable compensation for their services and Officers and Directors may be reimbursed, subject to approval and ratification by the Board of Directors, for reasonable expenses incurred in connection with the affairs of the Corporation, including attendance at meetings. The Board of Directors may determine the salaries or other compensation of Officers and of each employee or agent of the Corporation. No employee or agent of the Corporation shall be prevented from receiving compensation for serving as such by reason of the fact that he or she is an Officer. No member of the Board of Directors may be an employee of the Corporation excepting the President of the Corporation, who may serve as a Board Member if elected to the position. As noted in Section 4.3, no employee of the Corporation other than the President may serve as a member of the board of directors.
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