The problems

[Hawk Shadow]

1. The proposed bylaw changes were MAILED AFTER THE DATE OF BALLOTING ENDS. This alone makes the ballot completely invalid. The board will have to remail the entire thing with a new end date.

2. The board states in its introductory letter that they appointed a person to chair a committee and that this product is somehow the result of that committee's work. I chaired that committee, I resigned in April or May due to my mother's ill health and the realization that our recommendations would be unheeded. If this group indeed continued to meet "throughout the year", as I encouraged it to do, would the board be so kind as to post the member's names and the dates of their meetings? It is my understanding there were one or two meetings following me resignation and then all was left to the board.

3. Paragraph six fails to state that officers and appointees shall serve without pay or other compensation.

4. Election Supervision, paragraph 11A, fails to specify that a Director of Operations who is also a Board Member be disallowed from supervising elections. This is not good. There should be some specification that if the Director of Ops is running for election or is a current board member, another senior level staff member will oversee this process.

5. D - Revision of bylaws requiring 2/3 majority vote... A 2/3 majority of WHAT????? The membership? Those voting? With this language, since so few folks vote, nothing will ever pass because it is not defined properly.

6. 11E - way to go to keep people from putting anything on the ballot, guys!!! Talk about total control of the governance process reserved for the select few!!!!!

7. 13A -- recommend indemnification for members in direct language. All members are volunteers since they have to do a workshift.

8. 6E -- this is deeply alarming and makes the document internally contradictory. An outgoing board member is not gone until the new one is elected. Why, then, would a director of ops serve as a "non-voting board member" until said election? This would create a situation where there are SIX board members, which contradicts the very definition of Board of Directors in Section 3.

9. 4(B)3 -- Does this really go far enough now? Perhaps the addition of "working group or other affiliation that meets regularly". The community has changed enough over the years that not all working groups are called "covens" any more.

There is a lot more wrong with this document than I have time to review. That's a pity, because some things about it are very good. To ask the membership to approve such a radical set of revisions (none of which came recommended by the aforementioned review committee, by the way - except perhaps one or two tiny items) is asking for far too much.

But -- the document is prima facie invalid -- it was mailed AFTER the date required to be counted. Or was that just mine? If so, that's a violation in itself. I have the envelope -- I suggest others check theirs as well.

The board is trying to ram this through. Item 11E (6, above) is a problem all by itself. It takes ultimate control away from the membership. Period. There's just no way around that. We don't even get a 10% voter turn out. How is some member without access to the mailing list supposed to get 10% to sign a ballot measure? It's impossible on its face. Is that the point?

Don't vote for this atrocity. It's a mess, it's internally inconsistent, it decreases the ability of membership to make changes.

It would be far better for the board to issue a point by point ballot where folks could vote for against items on a line item basis. It's complicated, yes, but if the organization is worth running, it's worth running RIGHT.

I will be posting this on Colopagan as well, since not everyone comes over here. As moderator of that list I will encourage folks to discuss this issue in great detail in both venues.

Hawk Shadow

[Admin]

The ballots for the bylaws acceptance vote were sent out the first week of January. The cover letter has the incorrect due date. The actual due date is January 31st, 2006 which is printed on the actual ballot.
We apologize for the error on the cover letter.

Mark

[Greyhart]

Wow! I am SO glad I'm not the only one...

I've already voiced my intention to vote against the proposed bylaws, and urged others to do the same.

There are WAY too many holes in this thing.

Here's what I found:


Section 11, Paragraph (B) says that "At least two members of the Board must be present to conduct an official vote count."

In the past, the vote count has always been done by members of Staff, and verified by at least one member of the board. This has been done as a measure of checks and balances. It should continue. It keeps the Board from rigging an election. Not that I think the Board would rig an election, but appearances are important.

Section 11, Paragraph (E) changes the number of signatures for forcing a Bylaw change onto a ballot from 25, to 10% of the current corporate membership.

There is no provision for requiring the number of current corporate members to be published. We don't need names, but we will need a number, so that anyone wishing to submit such a petition to the Board, will know how many signatures are needed. Without such a published number, the Board could simply say that not enough signatures were gained to have any proposal they don't like, kept off the ballot.

Section 10, Paragraph (C), sub paragraph 1 is a loophole for getting around a conflict of interest.

An example: Let's say that Dragonfest decides they want to bank at National Bank, where current clients can get a toaster for referring new clients. One member of the Board works for National Bank, two others have personal accounts at National Bank, and a fourth member of the Board is the Bookeeper for a company that has their company account at National Bank. Four members of the Board have a conflict of interest. This section states that if the four members of the Board disclose the fact that they have a conflict of interest, the last member (the only one without a conflict of interest) can simply say that it's not a problem, and it becomes a non-issue.

This is an over simplification, but I always thought that a conflict of interest clause was to keep conflicts of interest from happening, not how to get around them.

Lastly, Section 9, Paragraph C says, "No loans or scholarship shall be made by the corporation to any of its Directors or Corporate Officers."

Ok fine, but when I was President of the Board, I came very close to needing a scholarship to attend Dragonfest. I had been without a job for nearly a year at that time. I don't believe anyone, including a member of the Board should miss Dragonfest, because they can't afford the $50 to register.

These are not huge gaping holes (for the most part), but they need to be addressed before the Bylaws go into effect. Otherwise, we may be stuck with them for a VERY long time, all flaws intact.

I also noticed that the issue of publishing election results is not addressed. Personally, I don't care but it would have been a nice olive branch to hold out.

I second Hawk Shadow's request for a list of Committee Members who drafted this proposal. I think the membership has a right to know.

I also find it interesting that I didn't even know there was a committee until the Board election. I certainly don't expect the Baord to keep me informed of such things, but considering my involvement with Dragonfest for the past 10 years, it must have been way underground for me not to have at least heard about it.

Greyhart

[Alyx]

[quote="Greyhart"]Wow! I am SO glad I'm not the only one...

Section 11, Paragraph (E) changes the number of signatures for forcing a Bylaw change onto a ballot from 25, to 10% of the current corporate membership.

There is no provision for requiring the number of current corporate members to be published. We don't need names, but we will need a number, so that anyone wishing to submit such a petition to the Board, will know how many signatures are needed. Without such a published number, the Board could simply say that not enough signatures were gained to have any proposal they don't like, kept off the ballot.

*******
So, is that 10% of 1000 which is 100 or is that 10% of some arbitrary figure?

So basically, we FINALLY have members taking intiative, writing up changes they feel are important, getting the 25 signatures, and this bylaw has been included to STOP that.

I find this HIGHLY offensive, not to put too fine a point on it.

I've told people time and time again, there is a method for change. Now that method is being made impossible. How in the heck is someone to get 100 plus signatures???

I'm not a consipriacy nut, but I don't like this.

I'm sorry
Alyx

[Jaz Gordon]

[Alyx]

[fionnula]

[rwitte42]

[Guest]

[fionnula]

[ShyDavid]

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[Alyx]

[tourbi]

[Alyx]