3.1.1 Clarification of how the advisory member’s status is known to the membership.
3.1.1.a Clarification if the advisory member can represent the organization externally
3.8.3 Clarification on how committee recommendations can be overturned and/or are processed
3.8.4 Clarification if the advisory member can be the chairperson.
5.1.1 Confirmation that the word “only” eliminates the classes of guest, complementary, starving hacker and family add-on memberships.
Add - Organizational adherence to local/county regulations unless waived. Didn’t see a reference in the bylaws and wasn’t sure if it was part of the 501c structure.
Pam, listed below are my personal thoughts on your questions.
3.1.1 - Advisory members of the board is really a carryover from the original ideas when Makersmiths was founded. The concept is that Advisors can be appointed by the Board and are there because the Board recognizes them as trusted persons whose business experience and advice could be beneficial to the Board. I’d like to also point out that there no Advisors currently appointed to the Board. Any appointment of an Advisor would be listed in the Board Meeting Minutes which are on the Wiki.
3.1.1.a - Advisors “will act in an advisory capacity”. What clarification do you see necessary? I’m personally a little concerned with listing things an Advisor can’t do. Any omission of something might then be deemed acceptable.
3.8.3 – I think you should refer to the draft Standing Rules. There’s a Section on Committees. I believe the ByLaws is the place to introduce the idea that we have committees and is not the place to adopt the specific rules for committees. The draft Standing Rules, if adopted as-is, spell out how a Committee is formed and decisions are made. There’s a default governance for committees but that can be changed by majority vote of the committee members.
3.8.4 – I’m not sure what your question is here. “Advisors” are intended to advise the board. They’re not anticipated to be Makersmiths Members. Hopefully a review of the proposed Standing Rules for Committees make the clarification you are seeking.
5.1.1 Please review the draft Standing Rules. The Bylaws contemplate 2 classes of members not the membership Plan or level. Basically, the Supporting member class does not have a vote and the regular member class does. The draft ByLaws are simply authorizing the organization to have voting and non-voting members. The membership levels within each class are left up to Board vote.
If you have any specific language you’d like to offer regarding Organization adherence to local/county regulations please feel free to provide it for consideration. We’ve reviewed several other maker organization bylaws and have not seen such a provision.
The Treasurer shall be responsible for and deposit all such funds and securities of the corporation in such banks, or other depositories as shall be selected by the Board of Directors; maintain correct accounts of the corporation's assets, liabilities, receipts, disbursements, gains and losses; and prepare, or cause to be prepared the financial statements to be included in any required reports. The Treasure shall approve all checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation disbursements to be made by the Bookkeeper.
Suggested Change to Section 8.5:
Except as otherwise specifically determined by resolution of the Board of Directors, these Bylaws or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation shall be approved by the Treasurer and signed by the Bookkeeper. The Treasurer shall be permitted to approve and bookkeeper to pay for routine, regularly occurring expenses as approved by the Board of Directors.
Regarding 4.1.3, I'm wondering if it makes sense to have a separate document called "Authority and Duties of the Officers" where we spell out such things for each officer position. That way we are able to be a bit more agile over time as people move in and out of positions without having to change the Bylaws. Maybe making it a Board decision and not the President's would be the proper check and balance here. thoughts?
Section 5.4.2 talks about BOD determining the date that dues are payable by . . . Using our present Membership Management Software-As-Service, Wild Apricot, the renewal date is set by anniversary of date that member first joined or signed up within WA. Do we want to adjust the language to the effect of something like "upon each members anniversary of initial sign up date'? BTW, Founding members original anniversary date was set to June 15th, 2015 I think.
Good catch. However, I do not think the ByLaws is the place to make the change. I believe the Membership Section of the proposed Standing Rules is the better place to make that update. Placing this in the Standing Rules would allow a majority vote of the Board to change that if we went to another software tool in the future. Updating the Standing Rules does not require us to re-file Bylaws with gov't agency since a Rule change is just normal course of business. Do you want to take a crack at marrying up the language in the Standing Rules with the current practice?
General overall note: please do a find and replace all for double/triple spaces to a single space. Then need to replace all tab/spaces to just tabs and all return/spaces to just returns. This will get rid of the uneven spacing of numbered items.
Section 1.4 "shall not be deemed" - (odd language structure)
Section 3.2 number 3 - ... with approval • of • a majority... (add "of")
Section 3.4 number 3 - ... at least seven (7) days prior by any other member of the Board. [prior •to• ? Also very hard to understand language. Could it be clarified a bit more? After going over it several times, I take it to mean that any Director (board member?) can call a special meeting by giving 7 days notice to all other members?]
Section 3.7 - "Every act or decision done or made by a majority..." • (Every act done or decision made...?)
Section 5.6.1 - (extra blank line between numbers 5 & 6)
Section 5.7 - (same question as section 3.7)
Section 5.12 - Voluntary Resignation (should anything be added here about members who fail to keep current on dues forfeiting their membership without doing so in writing? Say someone has stopped paying dues and is inactive, but has not formally written to say they are quitting...)
Section 5.13 Expulsion - "that the member engaged in conduct materially and seriously prejudicial to the interests or purposes of the corporation." (What does materially and seriously prejudicial mean?)
Section 9.4 - (Where do we have set aside for this?)
Bylaws Certificate - "...duly adopted by the directors, of the Corporation..." (take out the extra space before directors as well as the comma after directors)
10 Comments
Brad Hess
This is looking awesome. Thanks for all the hard work.
user-f9a3e
3.1.1 Clarification of how the advisory member’s status is known to the membership.
3.1.1.a Clarification if the advisory member can represent the organization externally
3.8.3 Clarification on how committee recommendations can be overturned and/or are processed
3.8.4 Clarification if the advisory member can be the chairperson.
5.1.1 Confirmation that the word “only” eliminates the classes of guest, complementary, starving hacker and family add-on memberships.
Add - Organizational adherence to local/county regulations unless waived. Didn’t see a reference in the bylaws and wasn’t sure if it was part of the 501c structure.
Brandon Bullis
Pam, listed below are my personal thoughts on your questions.
3.1.1 - Advisory members of the board is really a carryover from the original ideas when Makersmiths was founded. The concept is that Advisors can be appointed by the Board and are there because the Board recognizes them as trusted persons whose business experience and advice could be beneficial to the Board. I’d like to also point out that there no Advisors currently appointed to the Board. Any appointment of an Advisor would be listed in the Board Meeting Minutes which are on the Wiki.
3.1.1.a - Advisors “will act in an advisory capacity”. What clarification do you see necessary? I’m personally a little concerned with listing things an Advisor can’t do. Any omission of something might then be deemed acceptable.
3.8.3 – I think you should refer to the draft Standing Rules. There’s a Section on Committees. I believe the ByLaws is the place to introduce the idea that we have committees and is not the place to adopt the specific rules for committees. The draft Standing Rules, if adopted as-is, spell out how a Committee is formed and decisions are made. There’s a default governance for committees but that can be changed by majority vote of the committee members.
3.8.4 – I’m not sure what your question is here. “Advisors” are intended to advise the board. They’re not anticipated to be Makersmiths Members. Hopefully a review of the proposed Standing Rules for Committees make the clarification you are seeking.
5.1.1 Please review the draft Standing Rules. The Bylaws contemplate 2 classes of members not the membership Plan or level. Basically, the Supporting member class does not have a vote and the regular member class does. The draft ByLaws are simply authorizing the organization to have voting and non-voting members. The membership levels within each class are left up to Board vote.
If you have any specific language you’d like to offer regarding Organization adherence to local/county regulations please feel free to provide it for consideration. We’ve reviewed several other maker organization bylaws and have not seen such a provision.
John Dubelko
Suggested Change to Section 4.1.3
The Treasurer shall be responsible for and deposit all such funds and securities of the corporation in such banks, or other depositories as shall be selected by the Board of Directors; maintain correct accounts of the corporation's assets, liabilities, receipts, disbursements, gains and losses; and prepare, or cause to be prepared the financial statements to be included in any required reports. The Treasure shall approve all checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation disbursements to be made by the Bookkeeper.
Suggested Change to Section 8.5:
Except as otherwise specifically determined by resolution of the Board of Directors, these Bylaws or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the corporation shall be approved by the Treasurer and signed by the Bookkeeper. The Treasurer shall be permitted to approve and bookkeeper to pay for routine, regularly occurring expenses as approved by the Board of Directors.
Brandon Bullis
John, I like the changes to 8.5.
Regarding 4.1.3, I'm wondering if it makes sense to have a separate document called "Authority and Duties of the Officers" where we spell out such things for each officer position. That way we are able to be a bit more agile over time as people move in and out of positions without having to change the Bylaws. Maybe making it a Board decision and not the President's would be the proper check and balance here. thoughts?
John Dubelko
That makes sense! I agree.
Mark R Millsap
Section 5.4.2 talks about BOD determining the date that dues are payable by . . . Using our present Membership Management Software-As-Service, Wild Apricot, the renewal date is set by anniversary of date that member first joined or signed up within WA. Do we want to adjust the language to the effect of something like "upon each members anniversary of initial sign up date'? BTW, Founding members original anniversary date was set to June 15th, 2015 I think.
Juli Ravas
I like your suggestion Mark for the anniversary wording.
Brandon Bullis
Good catch. However, I do not think the ByLaws is the place to make the change. I believe the Membership Section of the proposed Standing Rules is the better place to make that update. Placing this in the Standing Rules would allow a majority vote of the Board to change that if we went to another software tool in the future. Updating the Standing Rules does not require us to re-file Bylaws with gov't agency since a Rule change is just normal course of business. Do you want to take a crack at marrying up the language in the Standing Rules with the current practice?
Brad Hess
From Christa Stern Via Slack
General overall note: please do a find and replace all for double/triple spaces to a single space. Then need to replace all tab/spaces to just tabs and all return/spaces to just returns. This will get rid of the uneven spacing of numbered items.
Section 1.4 "shall not be deemed" - (odd language structure)
Section 3.2 number 3 - ... with approval • of • a majority... (add "of")
Section 3.4 number 3 - ... at least seven (7) days prior by any other member of the Board. [prior •to• ? Also very hard to understand language. Could it be clarified a bit more? After going over it several times, I take it to mean that any Director (board member?) can call a special meeting by giving 7 days notice to all other members?]
Section 3.7 - "Every act or decision done or made by a majority..." • (Every act done or decision made...?)
Section 5.6.1 - (extra blank line between numbers 5 & 6)
Section 5.7 - (same question as section 3.7)
Section 5.12 - Voluntary Resignation (should anything be added here about members who fail to keep current on dues forfeiting their membership without doing so in writing? Say someone has stopped paying dues and is inactive, but has not formally written to say they are quitting...)
Section 5.13 Expulsion - "that the member engaged in conduct materially and seriously prejudicial to the interests or purposes of the corporation." (What does materially and seriously prejudicial mean?)
Section 9.4 - (Where do we have set aside for this?)
Bylaws Certificate - "...duly adopted by the directors, of the Corporation..." (take out the extra space before directors as well as the comma after directors)