90p Admin

Bylaws. Therese, Robert and I met today to finalize these. Here is our proposed final draft of the Bylaws. We will also attach the Articles of Incorporation and the Exe Dir Job Specs (Article IX). Moira will ask Ted The Attorney to comment and bless it. Moira is investigating insurance necessary to fund the Indemnity in Article VIII. We propose to return to a 6-member board, but explicitly define that the meeting Chair (normally the President) can only vote to break a tie. That way will avoid deadlock votes in the future. @JimWoodhead - We would like to add this to the Old Business section of the December meeting to approve it. Thanks to all of you for your input into this!!

Do we want to handle this as part of the 12/14 meeting, or with a separate, special meeting?

@JerryNorman just so I understand, if the board is 6 members and the Chair abstains from each vote, then when would you ever have a tie-breaker? You'd only have 5 voting of the 6, if all other board members were present. Does the Chair get two votes - one to create the tied vote and the second to break the tied vote? It looks more like a 5 member board, and the other 2 associated to the board, the Executive Director and President, are excluded from voting.

A tie would happen if the meeting has only 5 members present (it's still a quorum), or if 1 or 3 members abstain. Mainly, there would not be any ties ... We still have 6, active members. Just because all 6 don't vote doesn't reduce much, IMO. Remember that the Bylaws are pretty explicit that the Pres and ED work closely together, so there is a bias towards action. The other board members don't have explicit operational roles, although some do act as contractors.

I'm not getting it - the President can only vote when? And maybe it's just been my experience and isn't really the 'rule', but all the board members are active even if they don't have titled operational roles.

Robert's is quite explicit that a meeting chair does not vote. So there's that. It's certainly followed in larger meeting groups. When I said our board members are active, I mean they all participate in the discussions and help form opinions, whatever they are. Strictly speaking, Robert's also says that the chair isn't supposed to participate, but the way we function so far, I don't see a problem bending that. Besides, even in organizations which do follow this non-bias rule, the chair regularly works with an ally before the meeting to get his/her substance into the discussion. My comment on operational roles is aimed at the difference between board-policy consideration and hearing reports from operational people. A fine point that's only partly relevant here. One reason that Robert's has a non-voting chair is that it is a further safeguard against an over-powerful chair. Remember that the chair sets the agenda, and controls who speaks and legality of motions. Not an issue in our current group, but worth keeping in mind. I'm having a hard time seeing the circumstances in which a nonvoting chair will limit our actions. Any illustrations come to mind?

Got it, thanks.