Vote to Restructure the Board of Directors
- The Board of Directors
- Announced: 10/15/19
- Language locked: 10/24/19
- Voted on: 10/29/19
This vote is fairly simple in premise despite seeming like a very large change to our structure. Relieve 3 officer positions ( CTO, PR, and Treasurer) of general board duties, so that they are able to focus on and develop teams around the many varied and complex tasks associated with their roles. We hope to make a distinction between Directors and Officers for the benefit of the individuals in those roles, the functionality of future boards, and the organization as a whole.
One of the details of this action that is often overlooked, due to a board that is historically composed of primarily officers, where all officers of are on the Board, is the distinct purpose Directors and Officers have in a nonprofit. A quick discription can be found here. Simply put - Directors are membership-elected and serve to oversee the organization is upholding its mission and Officers execute on the mission. It is a form of checks and balances where the membership has a direct voice through the Directors. That being said the Officers that have very specific roles and focus on particular aspects of the functioning of the organization should be freed from having to collectively oversee and maintain the aspects of the space that do not pertain to their area of focus. This vote seeks to clarify those roles.
Overarching goals and commentary of the vote:
- Separate roles that manage day-to-day operations and oversight from those that oversee our mission and core values.
- Reduce burnout by relieving day-to-day officers from the obligation of board meetings and other extraneous activities that might otherwise contribute to excessive amounts of volunteer hours and reduce functionality in the concise role that they occupy.
- Allow these officers to focus on their role and build teams around the tasks/operations that they manage.
- Increase focus among appointed officer positions that have highly defined roles or duties.
- Clearly delineate and make directors responsible for oversight of organizational roles.
- Equalize responsibilities throughout Board of Directors.
- The Board of Directors is selected by the membership to directly represent their interests and this vote will allow for Officers to be selected by the Board to directly maintain the interests of the organization.
- Fiduciary duty and insurance applies to both Directors and Officers.
Competency, continuity, and transmission of core/key information in the appointed officer roles is imperative to the functioning of our organization, and as such, more care should be extended in the selection process. Ensuring the candidates are qualified in preparation for their role is a more intensive process than can be accomplished at the Annual Meeting, and the Board of Directors should appoint the Officers to the Treasurer, CTO, PR positions.
According to the current bylaws the Board currently consists of 8 people - and by Board vote can change its total number (by varying the number of directors-at-large) from 7-12 people. Since the Board has not voted to change the number of Directors the removal of these 3 officer positions from the Board would necessitate 3 additional Director seats be made available during the upcoming election.
- Increment the Articles VII - XI and appropriate references in the current bylaws +1.
- Append the current bylaws Article V, VI with the revisions shown in Articles V, VI, VII in the Vote Language section of this Google doc
- All reference and section numbers in the revised bylaws shall be verified and adjusted for consistency and clarity as determined by the Sponsors of the Vote.
UPDATE: As of 4 PM on 10-31-19, a member discovered a section of the bylaws that disqualifies the Vote to Restructure the Board on the basis that the ballots were delivered and voting was only open for 7 days instead of the minimum of 20 days. The elections for the annual meeting will proceed as if the vote did not pass. The original voting structure was executed for the 2020 Board election vote held on 11/05/2019.
Vote passed with 81.6% voting yes. (See update above - as of 11/4, vote did not pass.)
- Quorum: Not applicable, only requires a 2/3rds supermajority vote due to bylaws modification.
- Present and online voting total: 98
- For: 80
- Against: 12
- Abstain: 6