We're DONE! Club Constitution Committee

[leadsquirter]

The Constitution and By-Laws committee has wrapped up its work and is ready to present a new Club Constitution to the Board of Directors. It took the seven to nine club members twenty-one (21) meetings and much research to produce the document. Now it goes to the Board for review and possible amendments. The finished product will be presented to the general membership at a future announced meeting and will require a 2/3 majority vote for approval by the members present and voting at the meeting.

[leadsquirter]

For those few who come here for some news about the club, here's an update on the new Club Constitution. The Board of Directors held two closed sessions to review the draft which was submitted on 12/18/14. Due to the meetings being closed to the general membership, I can offer no news other than I heard many changes were made to the committee's proposed draft document.

[vectorer]

The adoption of a constitution for any organization is VERY serious business. Such documents define how the organization will operate for many years to come. The proposed new club constitution mailed to the membership last month is not, in my view, supportable as it is currently written.

Because the discussion of any proposals concerning the new club constitution has been banned/restricted during previous monthly club meetings, this forum page can serve club members who wish to raise their concerns with the proposal before the vote takes place.

A vote to adopt the proposed constitution is scheduled for our March meeting. If you want to bring up any concern about the proposed constitution at either the upcoming February 8th or the March 14th meeting (prior to the vote) you WILL NOT BE ALLOWED TO VOICE YOUR VIEWS. As a club member-in-good-standing you will not be permitted to speak in support or dissent of the proposal. Please, feel free to bring up how you feel about the proposed constitution here.

For what its worth, here are the flaws I see in the proposed KRGC constitution...Dave Swanson


• Article II – Section 6

The text of this proposed section is vague. The author’s intent is unknown as the proposal makes use of the terms “active duty military service”, “deployment”, and “out of the area” in a confusing manner. Some possibilities of interpretation could be:

1) to suspend dues payment for any club member who either enlists or is commissioned into U.S. military service or,
2) to suspend dues payment for club members in active-duty status whose units are ordered away from their permanent duty station or,
3) to suspend dues payment for club members who belong to either the National Guard, Air National Guard, or any inactive Reserve unit when said unit is activated and consequently “deployed” to an overseas location/theater.
4) to suspend dues payment for club members who belong to units that are deployed to Flint to distribute water and water filters.

One can serve a term of duty in active military service and never be deployed away from his/her permanent duty station during that entire period of service. This section, as written, should be amended so as to clearly and accurately define intent.


• Article III

This article erroneously has 2 subtitles which are identical in name (Board of Directors).


• Article III, Section 1.6

This proposed section is in direct conflict with Article III, Section 1.1 which defines the structure of the board of directors. Article III, Section 1.1 of the proposed constitution mandates a thirteen member (13) board. As written, this section changes Article III, Section 1.1 to mandate a fourteen (14) member board. If a president, upon leaving office “automatically” becomes a board member for the next term, this person becomes the 14th member of the board.

Furthermore, this proposal fails to define the power(s) of the departing president after vacating said office as he/she continues to function as a board member. A routine and customary practice within American business is to retain the past-president as a board member in an ex-officio capacity. What this means is that a past-president continues to serve the organization as a board member but is not granted the right to vote on any matter that comes before the board. The ex-officio president functions on the board in an advisory capacity only.

Furthermore, to propose an even-number of board members for an organization is absurd as it creates the opportunity for tie-voting. Adoption of this section would not serve the best interest of the board or the club and could open the club to ridicule by outsiders. This section, as it is written, cannot be adopted.


• Article III, Section 2.5

This proposed constitution fails, as written, to provide for or define the establishment and structure of standing committees. The president cannot appoint committee chairs to standing committees that, in effect, do not exist. Standing committees never cease to exist within an organization. As such, standing committees MUST BE DEFINED within the framework of an organization’s constitution.


• Article III, Section 5.1

This section, as written, fails to recognize or acknowledge the State of Michigan. Since KRGC is required to operate within the purview of state corporate law, it is in the best interest of KRGC to declare intent to maintain financial records in accordance with state law. Furthermore, the purpose of the question mark at the end of this proposed section is unknown.


• Article III, Section 7.3

The subject of this proposal has absolutely nothing to do with club leadership. The proposal discusses routine cash-flow procedure. The subject of this proposal is obviously out-of-place within a constitutional framework. Correctly framed, adopted cash-flow policy belongs within an organization’s bylaws…not it’s constitution. This proposed section cannot be adopted, as written.


• Article VI - Committees

This proposed article fails to clearly and accurately define the roles of the standing committees of the club. Since standing committees never sunset or dissolve they must be defined within the framework of an organization’s constitution. Such definition is not required of special committees within a constitution. This proposed article, as written, cannot be adopted.



• Article VI, Section 1

The committees to which the author is referring are a mystery to the reader as is the author’s intent. This proposed section is confusing and fails to differentiate the roles between standing committees and special committees. There is no mention of standing committees. The text states, “Committees shall be continually maintained…” What committees? This section, as written, cannot be adopted.

[Dan Eddington]

I don't see any reason why Dave's expert opinions couldn't be brought up and discussed at the next meeting. After all the document included with the last newsletter is still in the proposal stage. Is it not? Why couldn't an amended document be presented for vote in March, as long as any changes are pointed out before the vote. Such as being reprinted with any changes in underlined text and be made available for for distribution to those attending and voting at the March meeting.

Also are we still operating under our present constitution which requires a 2/3 majority vote for passage of any changes to the constitution? Please correct me if I'm wrong on any of this.

Otherwise I was fairly happy with the presented proposal, but Dave brings up some good points that should be addressed.

[Michael Schewe]

Dave I agree with you on all the points raised. I am checking on the aspect of no discussion of adopting a new constitution if indeed we are operating under the prevue of the Michigan State statue of Michigan corporations. This may well be an illegal move on the part of the President and the board.

[Mark Brandli]

I agree that the points Dave brings up are serious and valid concerns, and should be addressed before the final vote on the new constitution. However, if I understand correctly, the president and the board have issued some kind of proclamation that further discussion and the possibility of changes to wording are not allowed and will not be considered at this point. It seems that it has been presented as take it as is, or reject it entirely, period, end of discussion. That doesn't seem like a constructive approach to me. Without making the proper changes, I would reject it.

[Rusel Hollister]

Financial control is totally thrown out the window with this proposal, specifically:
This allows the president to spend $2000. each month, that is $24,000.00 per year, almost ONE THIRD of the entire yearly budget, with no controls
or restrictions.
Most important, why is the board afraid of ANY discussion on this most important of memberships votes.
This document has many flaws. I agree with every objection raised above.
The one thing not mentioned above is how this document is poorly written; with bad grammar, sentence structure, punctuation, and general sentence meaning. It also lacks the proper numbering of sections and SUB-sections. Is this document what we want to control the activities and functioning of our club?

[dvl2700]

I agree with Davyd. The constitution needs several areas of clarification as noted above. This is a formal document and needs to be vetted by the club members as such. There are areas in this document that can be improved upon. Lets discuss this further at the business meetings and get more input from experts in this area such as Davyd.

[Andy Woolf]

All,

As the person who first started the re-write and has devoted over three years to the process (not continuous) the main item I would like to point out is time. This process has taken over 16 months to move forward, with many meetings. The intent of the Boards decision to close the comments is to move this process along. There was a committee put in place to write the constitution, the Board reviewed their submission and made changes as they deemed needed. The proposed constitution has already been approved for legality by our Attorney of Record, this step was to address concerns that certain items were "required by law" to be included, the document meets all State of Michigan laws according to our Attorney of Record and now has been put to the General Membership for review. According to our current constitution if any changes are made to the document, the entire document will need to be presented again to the General Membership for review thus putting the process back at least 2-3 months. I realize there are items that need grammatical review, I have contacted our Attorney of Record to ask if we can make those grammatical corrections without a need for the General Membership review.
On a final note the time for additional discussion was during the closed door meetings that included the Board of Directors and the Committee tasked with writing document, some of those that wish for further discussion chose not to attend the meetings - that fact should be pointed out for all to see.

[Dan Eddington]

Andy, I just want to clarify a point on your final note. The closed door meetings that you mention and were held after the committee completed its work were NOT open to ALL the committee members. Only the Board of Directors were invited to these meetings. True some of the committee members were also members of the Board of Directors, but not all.