BylawsCommittee:2019-11-30 Meeting Notes
Purpose
The purpose of this meeting was to continue 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 complete the first review the template and modify it to fit our needs.
Attendees
Bryan Faris (Treasurer), Christian Hain (Vice President, Committee chair)
Called to Order
The group began the meeting at 11:08 AM ET on November 30, 2019
Discussion Items
The meeting started by reviewing Brad’s comments. No further action was taken on previously discussed items.
Article VII
Section 1
No Discussion
Section 2
No Discussion
Section 3
No Discussion
New Sections
Christian suggested moving appointed officers to committees. He thinks this will help spread out the work among those interested, and the previous officer position would be appointed as committee chair.
Bryan would like to see the appointed committee chairs having board positions to be able to vote with the exception of the Nominations Committee. We don’t want somebody to have to be on the board to handle elections, but that person should be a sponsoring member.
RESOLUTION: Convert appointed positions to committes. Specify whether or not each committee chair needs to be a member of the board.
Article VIII
Christian and Bryan discussed OutWorlders being too small to even begin to think about hiring staff. Although the template recommends leaving this section in, we think it would be better to revisit adding the section should the need arise.
RESOLUTION: Delete
ARTICLE IX
Section 1
No Discussion
Section 2 A
Christian noted that this was the first time an officer was referred to as a “principle officer.” Reccommended simply referring to the title as “officer.”
RESOLUTION: Go through the document and make sure all titles and positions are referred to consistently.
Section 2 B
Christian noted that the word “insubstantial” was vague. Bryan suggested using the word “diminus,” which the IRS uses to refer to amounts greater than $25.
RESOLUTION: Use diminus.
UPDATE: https://www.ey.com/Publication/vwLUAssets/ey-determining-if-those-holiday-gifts-are-taxable/$FILE/ey-determining-if-those-holiday-gifts-are-taxable.pdf states that the $25 threshold is a myth. New reccommendation would be to specify $25 explicitly.
Secion 3
Bryan agrees that there should be procedures and the persons related to the conflicts of interest should not be in discussions.
Section 3 C 3
This paragraph seems subjective and short-circuits the board’s ability to vote on the matter.
RESOLUTION: Add language that supports due diligence, but requires the findings to be presented prior to a vote, thus guaranteeing a vote.
Section 3 C 4
RESOLUTION: In support of Section 3 C 3’s resolution, remove language that could bypass a vote.
Section 3 D
Christian suggessted that the actions should be explicitly defined. Bryan suggested that it should be handled on a case-by-case basis.
RESOLUTION: Leave it as it, handle it on a case-by-case basis.
Bryan and Christian both agree to use a word other than “disciplinary.”
RESOLUTION: remove “disciplinary” and leave it at “corrective action.”
Section 4
No Discussion
Section 5
Bryan pointed out that this protects both parties, the organization and the board member.
Section 6
Christian noted that we need to draft a Conflict of Interest Policy. Bryan suggested adding all other policies to this section.
RESOLUTION: Draft Conflict of Interest Policy and non-disclosure policy. Add other policies.
Section 7
No Discussion
Section 8
Christian noted that the bylaws sample is copy-pasted from several different bylaws.
RESOLUTION: Find the original bylaws of each section and make sure that the article referenced matches an article in these bylaws.
Article X
Christian asked how much it would cost to purchase insurance. Bryan suggested the cost would be prohibitive, but leaving this language in the bylaws since it uses the word “may” instead of “should” or “must.”
RESOLUTION: Leave it as is
Article XI
No Discussion
Article XII
Section 1
Christian noted that the bylaws sample is copy-pasted from several different bylaws.
RESOLUTION: Find the original bylaws of each section and make sure that the article referenced matches an article in these bylaws.
Section 2
No Discussion
Adjourned
The group adjourned at 12:10 PM ET.
