Concerns Over New Bylaws

While I  could download the new bylaws last night, I’m not able to do that tonight, so I am just going to point out things the community may want to consider discussing at tomorrow’s meeting.

Section 1: Name

This paragraph has been modified  to allow the board to user alternate names for the organization as it sees fit.  When the bylaws were first reviewed by the board, the name NOMI-J was used.  It was decided not to be so specific because a number of board members and residents felt this legal document should stick to the legal name of the organization.

Section 3: Purpose

This section used to identify the mission of the organization this way:  “The Jordan Area Community Council is organized exclusively for charitable purposes, created to organize people, knowledge and capital for the collective empowerment of Jordan residents.”

The new version says:  “The Jordan Area Community Council is a non-profit organization created to organize people, disseminate community information and attract capital for the collective and independent empowerment of Jordan residents with a focus on livability issues.”

Concerns: The new version sounds limiting and talks only about attracting capital to the neighborhood rather than using the rich sources of capital already available within the neighborhood.

ARTICLE II -MEMBERSHIP AND VOTING ELIGIBILITY

Section 1: Membership Qualification

Membership is reserved for those who live or work within the Jordan neighborhood.

Section 2: Voting Eligibility

Voting rights, however, are reserved only for those individuals who are 18 and live in the neighborhood. Youth 15 to 17 years of age may petition the board for voting rights and may be approved by a 2/3 majority vote of the board as long as such youth do not exceed 50% of the existing voting membership.

Concerns:  (1) The right of property owners to vote has been removed in this new version of the bylaws, which runs counter to state statute.  (2) I do not believe it would be wise to grant voting rights to youth up to a maximum of  50% of the membership. This neighborhood has significant program income from NRP that the adult membership has challenges in managing.  Putting that money in the hands of 15- to 17-year-olds might not be wise.

Section 3: Membership Privileges and Duties

a.  Speak on the floor at all JACC general and annual meetings regarding issues discussed at such meetings.

b.  Make motions at all such meetings.

c.  Entitled to one vote on each matter submitted to a vote of members.

d.  Members in good standing are eligible to serve on the JACC Board of Directors.

e.  Members in good standing are eligible to serve as  member or chair of any committee appointed or organized by JACC.

Section 4: Members in Good Standing

A member in good standing:

a.  Meets the minimum membership qualification

b.  Has a completed membership form on file with the JACC

c.  Has attended 3 JACC associated meetings within an election cycle

d.  Has incurred no sustained grievances within 18 months

Concerns: JACC was told in 2004 that Item (b) is a violation of state law.  The state statute requires that a member reside within the neighborhood, work within the neighborhood or own property within the neighborhood.  This should be removed.  Further, requiring that a member attend at  least three JACC meetings will eliminate about 95% of the Jordan neighborhood from voting.  The purpose of JACC is to improve citizen participation, not restrict it.  Finally, Item (d) is too vague.   What if there is a disagreement or a misunderstanding?  Is that justification to remove one’s voting rights?

ARTICLE III ANNUAL MEETING

Section 1: Annual Meeting

Held in October unless  membership directs otherwise. Absentee voting not allowed.  Membership present shall constitute a quorum.  Date, time and location determined by the board of directors.  Purpose is to elect members in good standing to the board, present reports of the board summarizing  past year’s activities, presentation of financial, membership and audit statements.  Notice shall be provided by the Chair of the Board of Directors.

Concerns: Date, time and location are determined by the Nominating Committee, and notice is provided by the Nominating Committee.

Section 2: Board of Director Meetings

This used to say the board meeting was held on the  second Wednesday of each month.  It now says “Board meetings shall be held monthly with public notice.”  Quorum is one-half the seated board members plus one.

Concern: The board meeting (in fact, all JACC meetings) have been set to a specific day of the month so that  there is no question about when the meetings take place.  JACC has a tough time finding a way to provide “public notice” such that all members of the community are notified.  Adopting this change means most of the community will not know when the meeting schedules are.

Section 3: Special Membership Meetings

May be called by the Chair or Vice Chair but must be called when presented b a petition to the Secretary signed by 25 members.

Section 4: Emergency Meetings

The Chair or Vice-Chair may call an emergency meeting.   Upon request by two seated Directors, the must call and notice an emergency meeting.  Notice of emergency meeting shall be made at least twenty-four (24) hours prior the meeting by either mail, email, posted notices, telephone, website, blog or other appropriate means of communication by the Chair or Vice-Chair.  The purpose of the meeting must be specified and no business other than the stated purpose may be discussed or acted on at emergency meetings.  The minutes of the meeting must describe the nature and resolution of the emergency.

a. vote may be taken through the means of a parallel electronic communication delivered to the Secretary, and shall be given the same authority as a hand-count.

Section 5: Notice

As of July 1, 2010, notice of all meetings shall be made electronically via e-mail, website, and/or blog by the Chair or Vice-Chair.  Additional postings are optional.  The notice must include the date, time, place, and brief description of the agenda.

a.     The annual meeting will be announced with a 10 day notice by mail.

a.     This notification can be abolished with a 2/3 vote of the membership.

Concerns: The last bylaws change in 2004 focused on notification. Members felt they were not getting adequate notice about meetings.  This section used to read: “At least ten days before a meeting of the members of the neighborhood organization is to be held, notice of the date, time, and place shall be given in a manner designed to notify all members with voting rights.”

Section 6: Procedure

The New Robert’s Rules of Order and Minnesota Open Meeting Law (Minn. Stat. 13D.01 et. al.) shall govern all meetings.

Concerns: Until  recently, JACC meetings were run informally, only resorting to Robert’s Rules of Order when necessary.  The use of Robert’s Rules of Order tends to inhibit participation by residents because most people do not have a lot of experience with them.  Robert’s Rules can, and often area, used to halt participation in meetings.

Section 7: General Meeting

There shall  be a minimum of four general meetings, which must inclde one meeting to elect directors.

ARTICLE VI

Section 1: Officers

The officers shall be Chair, Vice-Chair, Member-at-Large, Secretary, and Treasurer.

Concerns: The “Member-at-Large” is something new added to this set of bylaws, so it should be looked at carefully.  In practical terms, it means that fully 1/3 of the board will be members of the executive committee.  Is this a good thing?  The role of the “Member-at-Large” is to step in and run the executive committee if both the chair and vice-chair are unavailable.  Could the Treasurer do this?  Or do we want a fifth member of the committee available?

Other changes: The other major change to the bylaws is the  removal of the ex officio role for the outgoing board chair.  As previously written, the bylaws kept the former board chair as an ex officio member of the board with voting right.  That became a problem with the ex officio member’s vote swayed decisions.  It became more of a problem when he was elected vice-chair.  Had the chair resigned, JACC would have been led by a chair who was not elected to the board.  That section has been removed from this set of bylaws.  It does raise the question of whether or not the ex officio role should be left in but with voting rights and without the right to hold office.  It would seem to make sense to have the person in an  advisory role, partcularly if they were good at the job.

That’s all the time tonight.  See you all tomorrow night.

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