NVARC Constitution and By-laws Review Summary Report
In the summer of 2012 club president Skip, K1NKR, assigned the three then board members a Special Project. At that time the three board members were Rod Hersh, WA1TAC, Roland Guilmet, NR1G, and I Bob Reif, W1XP. That project was to conduct a review of the club Constitution and By-Laws. That review was accomplished. I was them task by Skip to prepare a possible draft and a write up suggesting what action the club should take on this matter. At this point I would like to thank both Rod and Roland on the work they both did in support of this task. I would especially like to thank Roland for his efforts in doing the lion’s share of the task of preparing a marked up copy of the two documents.
The review reveled a few minor spelling and grammatical errors. These have little significance but there is no reason not to correct them except to do so requires approval of the membership. There were several other areas that the reviewers felt needed changing or updating. So let’s do it all at one time. I think the least painful way to address this is for me to list the areas of concern and the suggested changes. Copies of the Constitution and By-Laws with the proposed changes will be made available to any member upon request. A copy of the proposed changes will also be available on the club web site for the members to review. An outline and discussion of the proposed changes will be conducted at the April and/or May meeting and again at the June meeting where it is proposed the membership vote to accept the corrections and revisions to the Constitution and By-Laws. It is the desire that this project be completed before the summer recess. I plan to outline the changes and provide a brief supporting argument for the proposed changes. This is only to open any discussion in support of or objection to the changes.
Constitution
The only area of concern was Article IV-Meetings. But this did lead to several other changes. This article defines the four types of meeting and establishes the requirements for calling them. It also defines the conduct of business during them. This includes the Quorum requirements and the voting procedures. The last two areas, quorum and voting, are the area the committee felt needed attention. Specially, we felt that the quorum sizes should be raised. The current level is 15%. We felt it should be raised and numbers as high as 30% were suggested in discussions with the full board, but the suggested change is from 15% to 25%. This applies to all meetings except the Business meeting, more commonly known as the “Board Meeting”. Currently there is no quorum requirement on the business meeting, and this is one thing that we thought should also be addressed. The proposed change is that the quorum size for the business meeting be established at four of the seven member board. In addition the voting at the business meeting requires four affirmative votes of board members to pass any motion. This is regardless of the numbers present. In discussion over these changes it was decided to add an additional change. This was to Article I Section 1, Eligibility. The following is added to the next to the last sentence in this paragraph. “effective the next meeting after joining the club”. Simply this means that a new member cannot vote on any club motion or election till the meeting after he joins the club.
So to summarize the change to the quorum size for the General, Special, and Extraordinary meetings (See a copy of the Constitution for a definition of these terms) is from 15% of the Full Membership to 25% of the Full Membership. In addition, the quorum size of 4 board members for the business meeting is established. In addition the full member voting Eligibility is delayed to the meeting following the meeting when a new member joined.
The second area of proposed change to Article IV is voting. It’s complicated. But I’ll try and keep it simple. First of all for the General meeting the voting is specified that passing of a motion requires a majority (51%). The proposal is to remove the (51%), majority being sufficient. Next there is no provision in the current Constitution for the resolution of a tie vote. The proposed changes address this problem. The proposed change applies to all club votes. This is accomplished by an added paragraph at the end of the Definitions section under Article IV. There is also a sentence in each of the four meeting paragraphs referring to the above mentioned Tie Breaking paragraph. This applies to all meeting and all votes that end in a deadlock due to a tie. Simply it gives the chairman of the meeting, whoever he or she may be, the power to resolve the tie by whatever method he or she may consider appropriate. This includes, but is not limited to, such things as calling for another vote, casting a deciding vote, or flipping a coin.
In the case of a Special meeting, which may be called by the president, the normal vote required to pass a motion is two-thirds of the full members present, or represented by absentee ballots. Since the election of officers requires a special meeting, then technically a two thirds vote is required for the election of officers. It is proposed to change the election of officers to a majority vote. The changes to the Special Meeting paragraph under Article IV reflect this change. The quorum required is also changed to 25%.
The Extraordinary meeting is a meeting called by a members petition. At present the petition requires 20% of the full membership sign the petition. The change here would increase this to 25%. In addition the quorum size would increase to 25% of the full membership including those members represented by absentee ballots. As in the case of the Special meeting, a motion will require a two thirds vote of the full members present or voting by absentee ballots. The election of club officers is an exception, requiring only a majority vote.
In the case of the business meeting, aka, board meeting, a working quorum is now defined as four members. In addition the dollar limit the board may spend in any calendar month is raised from $200 to $300. This to provide some adjustment for rising costs.
This section is concluded with a paragraph that defines the procedure for resolution of a tie vote in any of the above meetings.
In Article IV Section 3 and 4, there are changes that clarify modernize the use of absentee ballots in the Special and Extraordinary meetings. Absentee voting is only permitted in Special or Extraordinary meeting. A Special or Extraordinary meeting must be preceded by a notice. This allows the full member to cast an absentee ballot. Previously an absentee ballot was required to be included in the announcement of the Special or Extraordinary meeting. Now all that is required is instructions how a full member may cast an absentee ballot. These procedures are established by the club secretary.
This concludes the outline of the proposed changes to the NVARC Constitution. Please see the actual revised copy on the club web page or ask for a copy.
By-Laws
Now to cover the changes to the club By-Laws. The changes are less extensive. We do add descriptions of two club appointments to the By-Laws. These are the positions of Public Information Officer, and N1NC Trustee. These descriptions outline the suggested requirement of the position. See the Web page for the details if you are interested. These positions are appointed by the president with the approval of the board.
There are also some changes to formatting and grammar in the description of the Property Master appointed position.
In Section 3 the phrase “when deemed necessary” is added to the sentence describing the President’s power to appoint committees. The sentence under section 3 now reads, “Committees shall be appointed, when deemed necessary, by the President including, but not limited to:” This concludes the changes to the By-Laws
Now this is all open for discussion. We are not forcing anything on the membership. But it has been discussed and there has been much gave and take in the process at the board meeting level. But the drafts have been approved by the board. There have been several productive review cycles by the board of directors. The feeling is that this is a reasonable and workable set of changes and updates.
The devil is in the details. This discussion has been necessarily short. If you don’t understand something I encourage you to take a look at the total revised copy of these documents on the club web site. The plan is to open the discussion at the meeting in March and then try to move for a vote on the changes at the June meeting. The final copy of the Constitution and By-Laws cannot be changed from that published in the notice for the special meeting to vote on the changes, to be held in June. So I encourage you all to read through this carefully, review the copy on the web site and bring your questions to the March, April, or May meeting. Respectfully Submitted, Bob Reif W1XP