Proposed Bylaws

Bylaws changes to be voted on at the 2019 Annual Members Meeting

[Bylaws in their Entirety]

The Board proposes changes to four sections of Knox Makers' Bylaws:

Article II - Section 1 — Board role, size and compensation

Current

1. The board is responsible for maintaining the Membership Rules and Policies and Procedures for the purposes on ensuring safe and continued operation of Knox Makers.
2. The board shall ensure that the organization does not participate in any activity that could jeopardize its status as a tax exempt organization.
3. The board delegates responsibility of day-to-day operations to volunteers and committees.
4. There shall be up to Ten (10) officers but no fewer than Two (2) officers collectively referred to as 'The board'. There shall always be a President and a Secretary.
5. No officer shall be compensated for their service as an officer, though the corporation may provide insurance and indemnity for officers as allowed by law.

Proposed

1. The board is responsible for maintaining the Membership Rules and Policies and Procedures for the purposes on ensuring safe and continued operation of Knox Makers.
2. The board shall ensure that the organization does not participate in any activity that could jeopardize its status as a tax exempt organization.
3. The board delegates responsibility of day-to-day operations to volunteers and committees.
4. There shall be up to Ten (10) officers but no fewer than Three (3) officers collectively referred to as 'The board'. There shall always be a President, Secretary and Treasurer.
5. No officer shall be compensated for their service as an officer, though the corporation may provide insurance and indemnity for officers as allowed by law.

Why?

We didn't have an official Treasurer for most of 2018 and it was pretty terrible honestly. We really need a dedicated person to do the books, and it is an important role that carries great responsibility for the legal status of our organization, so we decided to add it in again as a required position.

Article II - Section 3 - Board election protocol

Current

1. Elections will be held at the Annual Meeting except in the event of a vacancy or during a special meeting of the members.
2. Any member in good standing can nominate a candidate to the slate of nominees. Nominees must be members in good standing.
3. Nominations should be submitted to the Secretary at or before the Annual Meeting or special meeting of the members. Nominations in advance should be sent to the Secretary via email.
4. To be elected, nominees must receive a majority vote by the members present at the annual meeting (or special meeting of the members), including votes by proxy.
5. Votes at the meeting will be accepted on paper, ballot style to be taken up and counted by the Secretary.
6. At least two board members must be elected to fill the positions of President and Secretary.
7. Additional board positions may be created or terminated at the Annual Meeting or a special meeting of the members by a majority vote of the members in attendance.
8. Members shall be elected for any additional board positions.

Proposed

1. Elections will be held at the Annual Meeting except in the event of a vacancy or during a special meeting of the members.
2. Any member in good standing can nominate a candidate to the slate of nominees. Nominees must be members in good standing.
3. Nominations shall be submitted to the Secretary at least thirty days before the Annual Meeting or special meeting of the members. Nominations in advance shall be sent to the Secretary via email. The Board may, by majority vote, waive the requirement for notice.
4. Candidates may be disqualified by 3/4 majority vote of the Board.
5. To be elected, nominees must receive a majority vote by the members present at the annual meeting (or special meeting of the members), including votes by proxy.
6. Votes at the meeting will be accepted on paper, ballot style to be taken up and counted by the Secretary.
7. At least three board members must be elected to fill the positions of President, Secretary, and Treasurer.
8. Additional board positions may be created or terminated at the Annual Meeting or a special meeting of the members by a majority vote of the members in attendance, or at any time by 3/4 majority vote of the Board.
9. Members shall be elected for any additional board positions.

Why?

Four separate things changed in this section, so four reasons why:

1. Currently, our rules leave Board composition entirely up to the general membership. The attorney we consulted recommended that instead, the outgoing Board appoint the incoming Board. The rationale as we understand it is to ensure that the Board is at all times staffed, functional, and delivering essential services to the organization. We compromised because we feel it's important that the membership continue to elect Board members by vote.
2. The Board has historically created new positions between Annual Meetings as needed by majority vote. This seemed a reasonable and practical way to onboard someone who volunteers to contribute substantially to the running of the organization between Annual Meetings. This process was not documented officially, however, so we feel it should be.
3. Many members lack interest in attending the Annual Meeting and voting. It would be relatively easy to collect a number of proxies prior to the meeting so as to obtain greater voting power. We feel this potential for abuse should be eliminated.
4. We're reinstating Treasurer as a required Board position, as already discussed.

Article II - Section 4 — Vacancies

Current

1. When a vacancy on the board exists mid-term, the Secretary must receive nominations for new board members from present board members one week in advance of a board meeting. These nominations shall be sent out to board members with the regular board meeting announcement to be voted upon at the next board meeting. These vacancies will be filled only to the end of the vacant board member's term.

Proposed

1. When a vacancy on the board exists mid-term, the Secretary must receive nominations for new board members from present board members one week in advance of a board meeting. These nominations shall be sent out to board members with the regular board meeting announcement to be voted upon at the next board meeting. A 3/4 majority vote is required for a new Board member to be voted in. These vacancies will be filled only to the end of the vacant board member's term.

Why?

Filling vacant Board positions between Annual Meetings is serious business, but it's not practical to call an all-members meeting whenever this necessity arises. The Board needs the ability to address this situation, but feel a simple majority vote isn't strong enough. Requiring a 3/4 majority Board vote for an appointment will reduce the potential for a Board desperate for help voting someone in too casually. This heightened requirement will increase the likelihood of healthy debate and ensure that each candidate is carefully considered prior to appointment.

Article IV - Section 4 - Member Privileges

Current

1. All members who have completed their probationary period will have a key or other method of entry to the physical workspace.
2. All members who have completed their probationary period will be allowed 24 hour access to the physical workspace.
3. Members have the ability to host an event at the space that is open to the public.
4. All Members will be allowed to vote at the Annual Meeting, and on any issue presented to the membership for vote at other times.

Proposed

1. All members who have completed their probationary period will have a key or other method of entry to the physical workspace.
2. All members who have completed their probationary period will be allowed 24 hour access to the physical workspace.
3. Members have the ability to host an event at the space that is open to the public.
4. All Members will be allowed to vote at the Annual Meeting, and on any issue presented to the membership for vote at other times.

Why?

This was written when our space was much smaller and we were virtually begging people to use it. With our community having grown so dramatically, it's no longer feasible.