[Bylaws-l] The first draft is in - Fwd: STARFLEET - Redrafting Organization Bylaws

[Dave Blaser]

Good afternoon, folks;

I have received the first draft of our revised bylaws from Hurwit &
Associates.  You will find attached that document.  Please read through it
then take a moment to consider any questions or concerns that you might have
in regards to it.

Please note that Tracey's questions or comments are noted in square
parenthesis "[" and "]" and are in ALL CAPS.

I have a number of questions and concerns already.  Please read these only
after you have read through the document.

* General Question/Concern: When conducting a vote, does "majority" mean
50%+1 of those who actually took the time to cast their vote, or does it
mean 50%+1 of the full membership?

* Article 3, Section 3.2: Tracey has kept the names of "Active Duty Members"
and "Associate Members" for the two membership classes instead of "Voting"
and "Non-Voting".  We may wish to add a paragraph stating that an
"unassigned" member does not automatically make someone an "Associate
Member", or otherwise have that defined in the MHB.

* Article 3, Section 3.4: Can we just direct our members to the section of
the MHB which will be covering this?

* Article 3, Section 3.6 and 3.7: I would be hugely surprised if we ended up
with 33% of our members at an IC, which is what we call our Annual Meeting.
 We usually see around 5%, probably less.  Unless we can do some kind of
annual vote on something in which members would be able to mail in proxy
votes which would then bring up our quorum numbers (which would be allowable
under 3.8).

* Article 3, Section 3.11: It almost sounds like this one would require us
to hold a member meeting or a BoD meeting in the event of a membership
cancellation is a punitive measure that is being considered.  It would
certainly give an accused member a chance to directly discuss the issue with
the Board and make their case, but be advised that this could result in more
AB meetings/conference calls.

* Article 4, Section 4.1: Despite the typo here, the big item is that this
item makes the BoD directly responsible for the control and governance of
the corporation (though, in a later section, it is noted that the Board can
refer duties and responsibilities to the Executive Committee.)

* Article 4, Section 4.16: This is something to note here.  I think that
this means that the BoD will have to determine the effective "start" and
"finish" of meetings if the AB-L list is going to continue to be used for
the business of the Board.  This will probably require a bit more attention
to Robert's Rules and the declaring of meeting start and closures.

* Article 5, Section 5.1 and 5.8: These sections are about a Secretary and
notes "NEED TO ADD SECRETARY UNLESS ONE OF THE OTHER DESIGNATIONS IS MEANT
TO COVER THE SECRETARIAL FUNCTION".  We'll need to exactly figure out where
the "Secretary" fits.  Right now, we've kind of split that role up between
the VCS and CompOps.

* Article 5, Section 5.2: This defines the President and Vice President as
elected by the BoD.  This is something that we'll probably have to alter to
note that the President and Vice President are elected by the members.  I
just don't quite know how yet.

Article 13, Section 13.1: There's a question here from Tracey about
requiring that all members of chapters are required to join STARFLEET.
 We'll have to figure out exactly how we want to word this one, but I don't
think that we should require chapters to have all of their members of
STARFLEET.  I do think that we should make reference in here insofar as
minimum chapter strengths, but that's something we can discuss here.

Article 13, Section 13.3: Tracey has specifically noted "partnerships with
other Star Trek fan organizations", but I think that this was meant to be
more broad than that, not specifically limiting it to other Star Trek fan
organizations.  Should we remove the words "Star Trek" from this paragraph?

Those are my thoughts, so far.  Feel free to chime in with yours after
you've read through the document.

Dave

---------- Forwarded message ----------
From: Tracey Bolotnick <tbolotnick at hurwitassociates.com>
Date: Mon, Mar 15, 2010 at 2:19 PM
Subject: RE: STARFLEET - Redrafting Organization Bylaws
To: Dave Blaser <vcs at sfi.org>


 Hi Dave.  Attached please find STARFLEET's draft revised bylaws.  I have
tried to take into account the requirements you sent over, North Carolina
nonprofit law, and the need to simplify and clear up inconsistencies in the
old bylaws.  Please review these carefully and let me know what questions,
comments and recommended changes you and the rest of the board have.  Note I
have included comments and questions for you throughout the draft in
bracketed caps.  Note also that I have left page numbers out of the table of
contents for now, pending the final draft.  This draft took me a bit longer
than expected -- I have put in about 5.75 hours, meaning we've only got
another 20 minutes or so for follow-up before maxing out at 6 hours.
Hopefully that will be sufficient for a follow up call.

Best regards,
Tracey




*Tracey Bolotnick*
HURWIT & ASSOCIATES
*Legal Counsel for Philanthropy and the Nonprofit Sector*

T 617-630-6900 | F 617-928-3441
1150 Walnut Street
Newton, MA 02461
*tbolotnick at hurwitassociates.com*
www.hurwitassociates.com



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 ------------------------------
*From:* dave at blaser.ca [mailto:dave at blaser.ca] *On Behalf Of *Dave Blaser
*Sent:* Thursday, February 25, 2010 11:30 AM
*To:* Tracey Bolotnick
*Subject:* STARFLEET - Redrafting Organization Bylaws

Good morning, Tracey;

How are you today on this wet and rainy (according to The Weather Network)
day in Massachusetts?  Where I live near Toronto we just finished getting
about 5-6 centimeters of snow, and we've got a forecast for another 5-6
centimeters in the next few days.  I am so looking forward to warm weather
and sunny skies!

It's been a long time in coming, but am very happy to let you know we're
finally in a state where we're ready to have a re-draft of our
organizational bylaws and to hopefully be able to restate our Articles of
Incorporation so that we can get these documents into a better state and out
of the conflict with each other that we have been dealing with for the
better part of the last couple of years.

My understanding after speaking with Sal regarding our bylaws last spring,
is that we had received a quote at one point from Hurwitt & Associates in
regards to how long something like this would take for yourself of someone
at Hurwitt & Associates to conduct for us.  What I was advised was that the
quote indicated that the work would take approximately 6 hours of billable
time.

After working with the Executive Committee and the Board of Directors of
STARFLEET, we have been authorized to go ahead of this once we had
established a committee and put together a requirements document.

In addition to that, we have made some minor adjustments to the draft
Articles of Incorporation which you had previously provided to Sal.

Please find attached a copy of our Bylaw Requirements Document and a draft
of the revised Articles of Incorporation with which we would like to be
utilized when drafting a new set of organizational bylaws for STARFLEET.

The Board of Directors has currently authorized an expense of $3,500 for
this work to be executed with an additional contingency amount in the event
that it is *absolutely* necessary.

The committee has discussed the possibility that some of the information in
the requirements documents that we are providing to you may require some
clarification, so, as such, we're happy to hold a conference call with you
after you have had a chance to read through the documents.  If, after having
read the documents, you feel a conference call would be beneficial, please
let me know and I will arrange the call with  all those who would need to be
involved.

Additionally, the committee has discussed the possibility that we may need
to ask some clarifying questions once we receive the draft of the bylaws
back from you.  We'll have to have the draft bylaws reviewed and approved by
the Executive Committee and Board of Directors prior to our sending them out
to our members to be voted on in our triennial election taking place this
year, and, of course, we'll have to explain them to our members and
effectively sell them on the new draft bylaws.

In the event that we have some questions or issues that we need to ask, we
would like to have an option to hold a conference call with you to discuss
the draft, once we receive it back from you.  Would there be any problem
with that?

In terms of a timeline, we will need to move on this relatively quickly - we
would like to have these draft bylaws available for printing in our
newsletter that will be received by our members in the June timeframe.
 We'll probably have to have the draft completed, with any questions
answered within the next 30 days (though, I'll verify that with Jon Lane,
our Communications Chief, and will let you know what the concrete deadline
will be for that printing.)

 Please feel free to contact me if there are any issues or concerns, or if
you'd like to arrange an initial conference call to discuss any of our
requirements for the bylaws that we are having Hurwitt & Associates draft
for us.

Best regards,

Dave Blaser
Vice President,
STARFLEET, The International Star Trek Fan Association, Inc.

E-Mail: vcs at sfi.org
Phone: 1-888-734-8735 x702
Cellular: 647-393-1065 (easier to get me on this number)
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