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Bylaw status questions and some answers

Discussion in 'AAW Information' started by Stuart Johnson, Oct 9, 2010.

  1. Stuart Johnson

    Stuart Johnson

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    It took a couple of tries but I received a reply about the the current bylaws status.
    --------------------------------------
    Dale's answer received last night
    Stuart
    We are still working on the bylaws. When the committee is done they will forward a report to the Board. The Board will decide how to handle it from there. I would expect the proposed changes will be posted. Since these proposed changes are fundamental in nature, a vote of the membership would be required before they come into effect.
    Dale
    ---------------------------------
    email sent to Dale Larson yesterday morning

    On 10/8/2010 6:34 AM, Stuart Johnson wrote:
    > Dale,
    > The following email was sent to the bylaw committee on 10/4. To date I have not received and answer. As the board representative and co-chairman can you answer my questions? The forum referred to is the AAW Information one.
    >
    > Stuart
    >
    > --------------------------------------------------------------------------------------------------------
    > email sent to the committee address on 10/4. Ron Sardo has responded in the past.
    > There was a message over on the forum stating a wrap up call was scheduled. Has the draft been completed and will it be posted on either the forum or in the members area? If it will be posted when? If not, why not?
    >
    > Thank you,
    >
    > Stuart Johnson
    > Red Oak, Texas
     
  2. Stuart Johnson

    Stuart Johnson

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    I didn't want to add my comments about Dale's answer in the original post.

    It sounds like the BoD will have an opportunity to input or limit changes to whatever the committee agree to in the rewrite. I don't know if that is a good thing or not. I feel the board does have a responsibility when it comes to rewriting the bylaws. The problem I see is the abuse or the appearance of abuse in the use of board powers is the driving force behind the rewrite. Will any elected group vote to limit their power or authorize greater oversight in their activities? I would like to see the original draft as well as the final board approved proposal posted with open, civil discussion on the AAW.

    As Dale says a membership vote will be required before the revisions come onto effect. This brings up a couple of questions on how this will be handled. The first is should this be a one document yes or not vote? In my opinion the membership should vote on each individual revision with the exception of those that are tied together. An example (without knowing what is being proposed) nominating committee and membership input or write in candidates might need to be tied in as one revision.

    The next question is the actual casting of votes. It has been said the vote will take place at the membership meeting in St. Paul. A very small percentage of the membership is able to attend the symposiums. This means either a small number will approve or defeat the revisions or proxy votes are required. The voting done by a small (percentage) of the membership will not have any weight and a proxy vote has the potential of turning very ugly. Instead I think a mass mailing to the membership while costly is the best route to a good solution.
     
  3. Curtis Thompson

    Curtis Thompson

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    Time is running out

    If the Bylaws are to be reveled in the December issue of the Journal, then any review period needs to start now. I think there is a 6 week deadline for the journal publication.

    I hate to say it, but it doesn't look like the membership will have any feed back about the bylaws.

    Does anyone know if there is a voting ballot being put together for the December journal?

    Curtis Thompson
     
  4. davidwalser

    davidwalser

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    Where we are in the process is Mark Mandell, a committee member who is also an attorney, is working with a MN attorney to ensure some of our more material changes are consistent with MN state law. In addition, I expect the MN attorney will offer some suggestions to "clean up" our language -- to improve the wording so it's more difficult to misunderstand and misapply the bylaws.

    As for your concerns about the board having input into the revision of the bylaws. I'm sure many on our committee share those concerns. However, like you, we recognize that the board has the right to review our work. I'll go further than that: the board has the obligation to review our work. If only for the sake of appearances, it would be nice if the board could opt out of reviewing what we've done. The board cannot do that.

    I will say this: Dale has been reporting back to the board on a regular basis. (This shouldn't be seen as any kind of revelation on my part. Dale's report on our committee's work was listed on the agenda for the board meeting that was published on AAW's website before the meeting took place.) I don't recall Dale nor the board every "pulling rank" on any of the issues we've discussed. He's voice (and vote) hasn't been given any more weight than any other committee member. Like all of us, there have been a time or two where he had originally voiced support for going right when, after discussion, the committee chose to go left. None of us have gotten our way on every issue and that includes Dale.

    Dale's experience on the board has been very helpful. Several times he's been able to point out practical concerns with one proposal or another that the rest of us, lacking experience on the board, had not seen. At the same time, Dale's been very willing to listen to concerns that other committee members raised that Dale's life experience did not equip him to identify on his own.


    I'm not sure that anyone knows for sure exactly how and the when the vote will take place. Part of that will depend on things that are beyond any individual person's control -- such as how long it will take to get a final draft approved by MN counsel. Part will also be depend on what the AAW's legal counsel advises the board are the permissible methods for approving the bylaws. (That is, we know the bylaws have to be approved by membership vote, but there may be more than one way in which such a vote may be conducted.) So, having admitted that I cannot answer all the details, allow me to comment on what I understand to be the "features" of the bylaw approval process:
    • Each member will have the opportunity to review and comment on the bylaws before they are voted upon.
    • Each member will have the opportunity to vote on the bylaws. (I believe members will be able to vote by mail, just as they vote for directors. That, as I said, is a legal question beyond my ken. It's also a question that we may already have the answer to; I just don't know.)
    Will members be able to vote yes or no on each proposed change? While I endorse the concept, I just don't see how that would be practical. I prepared for the committee a comparison of the current wording of section 5.18 with our proposed wording for the same section. There were dozens changes. Some of these were minor (punctuation, word choice, spelling corrections, etc.) while others were more material changes. In total, we may have made hundreds of changes to the bylaws (with most being of the minor variety). Do members get to vote on every change (including the minor ones)? If not, who gets to decide which changes are material enough to require member vote (and which of these material changes should be linked together)? Honestly, I would not begin to know how to implement a vote on each change (even if the changes to be voted upon were limited to the material changes).
    I'm sorry it took some time and effort for you to receive an answer to your questions to the committee. I'm not sure why, but your email never made it to the committee's email in-box. I don't think we were intentionally ignoring you.
     
    Last edited: Oct 9, 2010
  5. davidwalser

    davidwalser

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    Curtis,

    While the original plan was for the bylaws to be published in the December issue of the Journal, I think that deadline will be missed. (This has been discussed on this forum previously. Sorry you missed it.) While several members warned that the December publication deadline was overly optimistic, I was one of the optimists that believed the committee would be able to get its job done in time to meet that objective. We are very close to our original mid-October goal of being done with our work. Most of the drafting is done and we are in the first stages of the legal review, but it has taken us longer than we had hoped.

    Part of this is because of circumstances that have delayed our work. One committee member has had to dedicate time to dealing with a family member's health issue, another committee member simply fell off the face of the earth (I still don't know if anyone's heard from him), another quit in snit when he didn't believe his input was properly appreciated by the rest of the committee, others have been out of pocket due to travel (for work or pleasure). While we anticipated some of these issues, the optimists among us didn't expect so many of them.

    Another part of the delay in finishing our work is that the task turned out to be more complex than any of us fully appreciated at the start. For example, we've needed to consult with MN counsel earlier and more frequently than I had thought that we would at the outset. Coordinating with the attorney's schedule added days to the process.

    Other than that, I don't know what to say. I'm sorry we've missed the deadline and I'm more than willing to make good on my warranty: I'll return every dollar paid for my service if you'll only restore to me the hours I've spent on the project. I'm sure each committee member would do likewise.
     
    Last edited: Oct 10, 2010
  6. Curtis Thompson

    Curtis Thompson

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    Thanks David for your answers. I'd prefer to see the process go slowly rather than a rush job. I'm encouraged by your explanations.

    Thanks for your hard work and thanks to all the revision committee members for their work.

    Curtis Thompson
     
  7. Garmar

    Garmar

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    Thanks for the report David. Has there been any record of the costs incurred to date; such as the costs for all the consultations with MN attorney(s) and other possible related expenses? You are doing a good job , and if there aren't any expenses you are doing a great job.
     
  8. Mark Mandell

    Mark Mandell

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    Then it's a GREAT job. [excluding, of course, the telephone bill]
     
  9. john lucas

    john lucas AAW Forum Expert

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    David, Mark and the rest. Thanks for working on this and thanks for the update. I know it will pay off for all of us in the long run and it's much appreciated.
     

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