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  • 1.  Bylaws. I know this is a busy weekend. But do try

    Posted 06-17-2017 14:17
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    Bylaws. I know this is a busy weekend. But do try to review the Bylaws. Use either the one we sent 6/8 or this one which is slightly updated. Post questions and concerns here, or send them to me. Moira and I have discussed adding more definition to the Exec Dir section and making it non-optional; I tend to agree with that. Fire away!

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  • 2.  RE: Bylaws. I know this is a busy weekend. But do try

    Posted 06-18-2017 14:41
    My comments and observations: 1. There is mention of approvals by a committee or Board of Directors, such as Article III, Section 1, paragraph iii - Honorary Member. If a decision is procedural in that it is authorized to a committee by the BOD, then they should be free to vote and make a decision. In other cases, it seems they should vote and make a recommendation to the BOD that is then approved by the BOD. This paragraph seems to be in that second category. There may be other mentions of this, so we need to clarify if it is a procedure or more of a policy or item that the BOD should approve. 2. I agree the Executive Director section may need more definition. 3. Since this is incorporated in Connecticut, have we confirmed that we are in compliance with those state laws regarding nonprofits, such as number of meetings, minimum number of board members, etc.? Apparently, the IRS does not care about the Bylaws - they are more concerned about the Articles of Incorporation - but states may be. 4. Since Bylaws are the organizational manual to be used for the operation of the corporation, I would like anything that references the Articles of Incorporation to also be detailed in the Bylaws, specifically, the reference under Article II - Purposes. (After all, I have never seen the Articles of Incorporation, and would rather have everything we need to operate within the Bylaws.) 5. There is no Indemnification article, which is to protect board members and employees from being sued. That's kind of important to me. 6. Should we have an attorney review these and provide recommendations of additions (like indemnification) before we finalize them?


  • 3.  RE: Bylaws. I know this is a busy weekend. But do try

    Posted 06-18-2017 17:09
    Very good points. Thanks!


  • 4.  RE: Bylaws. I know this is a busy weekend. But do try

    Posted 06-18-2017 17:37
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    I think these are it.

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  • 5.  RE: Bylaws. I know this is a busy weekend. But do try

    Posted 06-19-2017 07:28
    Thanks @JeffSchwenk that was what I was looking for glad you found it. @JohnHoyt now that we have Articles I'll make a review and compare. Jerry had said that vagueness in the bylaws is desirable. The indemnification article, agree is a requirement not an option. I take another view on bylaws being procedural - I do not think they should be procedural - they are a step above that level of detail. A good operating manual, which I've started, will cover the details. Having details in the bylaws would make it too restrictive and when any change in law or technology occurred we'd be reviewing and rewriting them again and waiting for them to be updated before acting. Having an op manual is easier since it can be easily updated and anything change of significance can be handled in a regular board meeting.


  • 6.  RE: Bylaws. I know this is a busy weekend. But do try

    Posted 07-19-2017 11:53
    Does anybody have anything else to raise on the Bylaws?


  • 7.  RE: Bylaws. I know this is a busy weekend. But do try

    Posted 07-19-2017 12:00
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    Here are mine.

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