Thoughts on proposed bylaws etc.

[Tim F]

September 17, 2013

Hi gang --

I finished studying the bylaws proposed on 09/14/13, and I didn't come up with
any other requests for clarification.

I did not study the external documents that would also govern our group (such
as the documents that stipulated the term of office for directors). And as the
board mentioned in the emails about that term of office, the emphasis in these
bylaws was mostly to point out places where the bylaws differ from the external
documents. And I suppose that those documents are subject to governmental
change, and that those changes would affect us.

I did come up with some observations that are not requests for clarification.
At the very real risk of making a public mistake, I'm sharing them here for
anybody interested:

I noticed that the final section Amendment of Bylaws[] gives only the directors
the ability to adopt, amend, or repeal bylaws. Nobody else gets those powers.

So if the board changes bylaws in a way that other people don't like, or if it
refuses to change the bylaws in a way requested by other people, the only
recourse for the other people would be to try to elect different directors at
the next election.

Similarly, only the directors or chairman can call a special meeting.

I don't see anything about confidentiality of special meetings. But they are
not public meetings; they are meetings of the board.

Interestingly, I don't believe that the bylaws require that officers be directors
(but perhaps that is addressed in an external document).

There is no requirement that the board must use a public meeting to make their
decisions. That takes care of the need for confidentiality in special meetings
of the board. They don't even need to actually hold a meeting, provided that
they all agree in writing. And they don't specifically need to keep records of
any special meetings; they only need to keep records of board proceedings
(which could be just decisions made at special meetings, not the details),
and of public meetings.

Note, also, that these bylaws are fairly general rules for how the group
will be run (elections, meetings, etc.); they are not policies for specific
things that the group will do (deciding who gets keys, what equipment to buy,
what kinds of candy bars to put in the dispenser, etc.). So in theory the
desire to change these bylaws won't come up very often, since they do not
address specific issues; they address infrastructure.

So in this system, the board of directors runs things. It's not like California
state law where the public can force an issue onto a public ballot.

Of course, in our group anybody can request that some issue be added to the
agenda of a public meeting (which, currently, only needs to happen at least
once a year).

This set of bylaws seems to me to be designed this way because in order to be a
non-profit, we must allow just about anybody to vote for directors and officers
(there is explcitly no such thing as "membership") and so, in order to reduce
chaos, the directors get to make most decisions. Including changing the bylaws.

I can live with this system for our group because I could leave if I didn't
like, and couldn't change, something that the directors did. Sure, I'd be sad,
but I could just walk away from it. Or I could theoretically run for the board
(unless the board managed to change the bylaws about elections).

But I wouldn't want to use this particular system for public government. That
would be too scary, because public government reserves for itself the ability
to reach out and enforce its decisions (taxation, police, military action,
etc.).

Thanks!

Anybody else?

-- Tim F