Proposed Bylaws - specifically 11E

[Phil Catalano]

[Alyx]

[PhilCatalano]

[Guest]

[
>2nd - Common Practice - Obtaining a written petition of 10% of the >membership is actually below the typical petitioning of any organization >or social group such as a Township, City, County or State, as in >Government Politics. I know we are not the same type of organization as a> political group - I'm using this as an example based on a discussion >with a Political / Contract Attorney involved in City politics, Corporate >business and voting.

But Phil -- that's not valid since most organizations do not function as a once a year festival. They are ongoing groups with activity all year long, and members have ACCESS to one another. The key problem here is that no single member of Dragonfest who is not on staff or a board member can get access to contact information for 10% at any given time, except at the festival. That severely limits the rights of members to govern their festival. The information your source provides may well be valid for the types of organizations he or she represents. But Dragonfest is NOT a typical organization.



>3rd - Organizational Stability- 10% of the membership is a very >reasonably number to petition any needed change. It would detract for >our organizational stability if a small group of 25 members forced a >mailing of a ballot for a change every time 25 members signed a petition >to do so.

This is spurious justification. ONLY ONCE has an issue been put onto the ballot by petition in the 15 years I've been involved with the festival. To cite this is a stability issue is absurd -- it just doesn't happen.

>These current proposed Bylaws were a big expense, certainly justified - >they cost approximately $1400 for this mailing. The 25 member >petitioning action could bankrupt the organization with a few changes per >year.

First of all, that the Board would spend $1400.00 to live mail a ballot that it hasn't test driven yet is absurd. You folks are counting on folks just voting YES and not paying attention to very important details. And no, a few changes per year at $1400.00 would not bankrupt the corporation. That's a gross misstatement of financial reality. But the bigger point is that it won't happen anyway, so you are taking the ability for change to come from the membership up away entirely -- because they do not have a reasonable way to acheive a 10% signature level. AND YOU FORGOT SOMETHING -- Dragonfest membership levels are in constant flux. You'd have a hard time determining what 10% is on any given day, especially during the active part of the year. So -- you could easily reject a ballot measure by simply changing a received date. This would never survive SOX. You'd best come up with a better number -- like a hard and fast number that is not subject to membership number fluctuations. AND -- provide a way for a member to get access to the other membership in a reasonable way that would still protect confidentiality. Seems to me that the BOARD would be liable for MAILING said petition to the entire membership -- otherwise, there's no fair way.



>4th - Non-Common Practice - Nearly all Non-Profit / Tax Exempt 501c3 >Organizations do not have voting on the Bylaws by the membership - >That responsibility falls to the Board of Directors. We are unique in this >matter and our origional Bylaws were drafted with this provision.

This doesn't matter at all. HPL is also a non-profit, and their membership votes on bylaw matters. The fact that some do and some don't is irrelevant. What matters is what is appropriate for a MEMBERSHIP ORGANIZATION. Or is Dragonfest not that anymore???


>5th - Cost - As mentioned above, the cost for mailing a ballot to the >membership is approximately $1400. This should not be taken lightly.
EXCEPT THAT IT SIMPLY HAPPENS SO RARELY IT IS NOT A REAL ISSUE. This is a paper tiger designed to remove the ability of a lone member to get something on the ballot with relative ease.

>6th - By Board Approval - Any issue can come before the Board of >Directors. There is no hard fast rule that states that "10% of the >membership" must sign a petition in order to get a change on a ballot to >vote on.

Sure, and if the Board likes the proposed change, they'll put it on the ballot. If they don't feel like it, they won't. A reasonable number of signatures prevents the board from this arbitrary and capricious exercise of power and favoritism.

> In most cases we obtained outside assistance, from our Attorneys, from >other Non-Profit organizations Bylaws, from Corporate examples, and >indepth discussions amoung ourselves.

I would like to know who Dragonfest's attorney is.

>If these Bylaws are voted down, then the next version will be different - >and the comments on this Forum and other inputs will be taken under >advisement.

Then use a line by line option so that it will be clear to you what the membership will accept and what it won't. As it stands, it's all or nothing, and it's just too much change all at once. It effectively CHANGES the festival into something it was not prior to this iteration.

Hawk Shadow

[Alyx]

[fionnula]

[Alyx]

[Greyhart]

[Greyhart]