In person at Leesburg and virtual (https://meet.google.com/ese-azox-rje)
Attendance: Jim Waldron, John Carter, Jennifer Chu
Reviewed one item from the Canvas on the #rules-and-bylaws-review Slack channel:
- (From Board meeting agenda, open discussion item) Lets discuss some guidelines regarding slack usage. We may also want to discuss auxiliary access beyond "baseline" membership. Some auxiliary access items include: mailbox access, email account access, wiki editing access, google drive access, camera access, door admin access, and storage bin access, to name a few."
==>This item from the Board agenda was related to possibly developing a separate membership status for members not in good standing; this item was NOT about revising access for members in general. The Committee decided it was no longer interested in discussing this item.
Reviewed remaining proposed changes to the bylaws that were not approved or reviewed at the 11/20/2024 Board meeting:
- NB7: Changes to Bylaws 3.1.1 Political Activities
- We would like to be able to influence legislation that may impact the organization.
- ==> Revise proposed change to bylaws to remove limitations on influencing legislation.
- NB9: Changes to Bylaws 4.1.9 Start of Director term of office
- Need to consider the scenario where the first election is not successful and a second election is necessary
- ==> Revise proposed change to bylaws to clarify
Solution: The Directors’ term of office shall begin at the start of the Annual Meeting of the Board of Directors following the Annual Meeting of the Membership in which they are elected.
- NB25: Changes to Bylaws(Jim W)
Issue: Bylaws 6.4.2 Add
Solution: Failure to execute such waiver will result in immediate suspension.
Relevance to Tax Exempt Status: None
Motion: Adopt new language. - NB26: Changes to Bylaws(Jim W)
Issue: Bylaws Section 6.9.1 through 6.9.11 Replace
Solution: Remove 6.9.1 through 6.9.11
Replace with:
6.9.1 Members may not vote by proxy.
(Reference:
§ 13.1-847. Proxies Virginia Law (.gov) https://law.lis.virginia.gov › chapter10 › section13
13.1-847. Proxies. A. A member entitled to vote may vote in person or, unless the articles of incorporation or bylaws
otherwise provide, by proxy.)
Relevance to Tax Exempt Status: None
Motion: Adopt new language. - NB27: Changes to Bylaws(Jim W)
Issue: Bylaws 6.9.12 Add
Solution: A Director may not vote by Proxy for another Director.
Relevance to Tax Exempt Status: None
Motion: Adopt new language.
Reviewed were not approved in the "FOR REVIEW" document, which has the proposed revisions as "tracked changes". Discussed each proposed change one by one. Jim will draft up individual motions for each proposed change to be submitted for approval at the next Board meeting.
Ran out of time to review proposed changes to the standing rules. We will need to have schedule meeting to review proposed changes to the standing rules.