BylawsCommittee:2019-11-17 Meeting Notes

Purpose

The purpose of this meeting was to begin discussion of the new bylaws. As we persue 501(c)(3) status, we were adivsed to have our bylaws ready before the approval process. Christian Hain researched templates online and found an annotated template that uses excerpts from existing non-profits, including the Minnesota Council of Nonprofits “Sample Bylaws with Membership,” the ASPCA’s “sample shelter Bylaws,” Big Brothers and Big Sisters, and the Bylaws of the Special Olympics.

The idea is to start fresh with sample bylaws written for 501(c)(3) non-profits instead of trying to fit examples into our current bylaws.

The goal of the meeting was to begin reviewing the template and modify it to fit our needs.

Attendees

Robert Allen, Vader, Travis Woodman (President), Bryan Faris (Treasurer), Christian Hain (Vice President, committee chair)

Called to Order

The group began the meeting around 12:30 PM ET on November 17, 2019

Discussion Items

Christian presented a sample bylaws template](https://nonprofitally.com/start-a-nonprofit/nonprofit-bylaws/) to kickstart the discussion. The sample template was converted to a Google Docs document to allow collaboration. This document will be left in Suggesting mode until a first draft is complete. This will allow people who are not present in the meeting to see what items are suggested from the template, and what modifications OutWorlders intends to make.

Article I.

No discussion

Article II.

Section 1.

No discussion

Section 2.

The group reviewed the suggested mission. Robert Allen requested age be added to the list of of non-discrimination.

TODO: Determine how this affects our “adults only” policy.

RESOLUTION: None

Article III.

Christian suggested using the supplied option for limiting membership to board of directors. Vader suggested that there needs to be a way for event attendees to have a say in the organization.

RESOLUTION: None.

Vader suggested having a board position to represent the vote of the membership. Robert asked if that person gets one vote or two. Two votes is suggested. Robert asked how this person would be able to vote on behalf of the membership if the motion changes during discussion. It was decided that this person couldn’t.

RESOLUTION: Do not create such a position.

Further discussion took place about what somebody should get for paying $15 dues if not the right to vote on operational procedures. Robert suggested discount pricing on shirts or paid events. Bryan suggested that the $15 is to support the organization and vote in the annual meeting and that there shouldn’t be anything more.

RESOLUTION: None.

Section 1.

No discussion

Section 2.

No discussion

Section 3.

No discussion

Section 4.

No discussion

Section 5.

The group suggested removing this section as we have not discussed what non-voting membership looks like. It is left in (for now) since the wording does not require the board to create a non-voting membership teir, but rather leaves the option open for the future.

RESOLUTION: None

Article IV

There was a lot of discussion about how a member is different from a director.

Section 1.

Robert asked for clarification about game night not being considered a regular meeting of members.

RESOLUTION: It is determined that it does not count as a regular meeting. The current regular business meetings is the closest thing we have to regular member meetings.

Section 2.

The group discussed about how our regular meeting in December is also used as our annual meeting where we elect new officers. Travis suggested continuing to do a planning meeting in January to satisfy the line that states this meeting is used to “determine the direction of the association for the coming year.”

TODO: We need to decide whether these should be two different meetings or occur in the same meeting

RESOLUTION: None

Section 3.

Christian noted that five percent of the members could easily be one person. Bryan confirmed that five percent of our current membership is two people

Section 4.

Christian suggested that current bylaws allow for email communication, which has been sufficent.

RESOLUTION: Allow for email notice

Section 5.

No discussion

Section 6.

The group discussed how current voting procedures get in the way of effectively running the group. Dames and Dregs was used as an example of where it took 60 days to approve funding (UPDATE: it took 112 days to approve funding. 34 days for the initial proposal, 47 days for the first amendment, and 31 days for out-of-pocket reimbursement). Christian noted that out of 36 sponsoring members, we only ever get 15 votes. He suggested that of that 15, only 10 show up to the meeting and absentee votes either a blanket “yes” or “present.” He also suggested that the absentee votes lack context of the discussion and futher suggets that some have never attended a business meeting. Vader suggested that he does not like non-profit boards based on his experience. He does not like the idea of only board members being able to vote and suggested that a sponsoring member would have to wait a year to affect change. Robert suggeted that’s how elected boards work. Bryan suggeted that it made sense to have all members vote when the group was a 501(c)(7) organization, but not as a 501(c)(3). Christian suggeted that there are procedures for voting out officers in a later section.

RESOLUTION: None

Article V.

Secion 1.

No discussion

Section 2.

The group agreed that three board members is too few. Christian suggested that the people who currently attend the business meeting regularly could serve on the board and still be under the 15-member maximum.

RESOLUTION: Set a minimum of five board members

Vader suggested deleting the paragraph that reads “No two members of the Board of Directors related by blood or marriage/domestic partnership within the second degree of consanguinity or affinity may serve on the Board of Directors at the same time.” He asked if it meant that if two people on the board moved in together if one would have to step down. The answer was “yes.” Christian suggested that this is not uncommon and guards against nepotisim. He also suggested that, as it is today, it would be easy to have family pay $15 to vote and then have them vote how you want.

RESOLUTION: None

The group discussed what a term for a board member should be. Bryan suggests two-year terms since three is a large commitment and the board could still staggar board positions bi-anually.

RESOLUTION: Set board terms to two years

Since the board term was set to two years, Bryan suggested that having an initial one-year period might not make sense.

RESOLUTION: Delete paragraph about newly elected members.

Robert suggested that asking board members to contribute $100 is too much to ask and suggets the requirement be set to $50. Christian suggested that $50 was too low. Robert, Vader, and Travis suggested that the annual dues should count towards this requirement. Christian suggested that dues should be kept seperate from financial obligation. Christian pointed out that this does not mean each board member needs to give $100, but needs to be responsible for raising $100. Chrisitan suggested it would be easy to ask friends and family for $10 a month. Vader pointed out that he gives his students assignments that he thinks are easy but are in fact more difficult. Christian suggested that people may vote to spend money differently when it’s their money or their friend’s and family’s money being spent. Robert asked if game night donations would count. The group decided it would not since it’s an official event and there’s no way to track who brought in what. Same for Pride Bucket Brigade. Robert asked if donations at SIGs would count. The group decideed it would since it’s not an official event, but rather a group ran by board member.

RESOLUTION: Set financial obligation to $35 with no mention of membership dues. Income from SIGs count towards the obligation.

Section 4.

No discussion

Section 5.

Christian suggested increasing the time to seven days so as not to abuse the time it takes to clear schedules. Vader asked how much notice was given for the first Outreach Committee meeting. Nobody could recall but thought it couldn’t have been less than six days since it took place on a Saturday.

RESOLUTION: Increase time to seven days.

Section 6.

No discussion

Section 7.

No discussion

Section 8.

Christian asked how a vacant position will be filled without undue delay if the number of members on the board is a range.

RESOLUTION: None

Section 9.

No discussion

Section 10.

The group discussed that given the monthly cadence of the board meetings, a section like this gives too much opportunity to bypass the process.

RESOLUTION: Delete

Section 11.

Robert asked if we do this today. The answer was no. Christian pointed out that while this isn’t currently in place, we do often ask for things not to be included in the minutes. Robert pointed out that if we adopt this, a non-disclosure agreement would have to be written.

RESOLUTION: A non-disclosure agreement will need to be written

Section 12.

The group discussed whether or not this was necessary. It was agreed upon that our organization does not warrant an advisory board.

RESOLUTION: Delete this paragraph

Section 13.

No discussion

Section 14.

No discussion

Article IV

The group did a quick read of a few of these descriptions. Bryan suggested that he liked the current wording better. Robert asked about who would do Internet Coordinator if current appointed positions rolled up to him. Christian pointed out that currently anybody who is available to help out has done sone. He used Events Coordinator as an example where the duties were split among Travis, Eric, and himself. Travis asked if we need a Historian. He also suggested creating a design committee. At some point, the projector died and the group decided to adjorn.

RESOLUTION: None.

Adjourned

The group adjourned around 2:00 PM ET.