Vote to Restructure the Board of Directors V2

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  • The Board of Directors


  • Announced: ??
  • Language locked: ??
  • Voted on: 12/17/2019


This vote re-proposes the Vote to Restructure the Board of Directors, with some minor modifications to the vote language due the culmination of the 2020 Board election. This vote was successfully adopted by the membership as per our rules regarding votes but that was subsequently declared to be invalid, as a matter of ensuring transparent governance and taking into consideration the interpretation of certain technicalities regarding the number of days the ballots were to remain open as per our own bylaws and the General Not For Profit Corporation Act of 1986.

PS1 Board Election Info and Restructuring Proposal Notes

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:

  1. Separate roles that manage day-to-day operations and oversight from those that oversee our mission and core values.
  2. 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.
  3. Allow these officers to focus on their role and build teams around the tasks/operations that they manage.
  4. Increase focus among appointed officer positions that have highly defined roles or duties.
  5. Clearly delineate and make directors responsible for oversight of organizational roles.
  6. Equalize responsibilities throughout Board of Directors.
  7. 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.
  8. 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 automatically create 3 additional Director-at-large seats, which would be filled in an election following bylaws regarding filling board seat vacancies.


  • 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.
  • Changes to the bylaws shall take effect January 1, 2020 and following the subsequent procedure:
  1. The elected officers, whose positions on the board of directors are impacted by this vote, shall be given the option to either:
    1. resign their director position to retain the operational aspects of their officer position, and to serve the remainder of their term at the pleasure of the board as per the new amendment to the bylaws regarding appointed officers found in Article VII - Appointed Officers.
    2. resign their officer position to retain their vote on the board and oversight aspects of the organization, and to serve the remainder of their term at the pleasure of the membership, as Directors-at-large, as per the standing bylaws.
  2. The elected officers, whose positions on the board of directors are impacted by this vote shall make their choice known to the board by the day preceding the changes to the bylaws take effect, or otherwise default to their officer position and be automatically be removed from the board.
  3. a special election shall be held to fill the board vacancies as per the new amendment to the bylaws Article VI - Vacancies.
  4. the board will solicit new applicants to any open officer positions and appoint them as per the new amendment to the bylaws regarding appointed officers found in Article VII - Appointed Officers, upon the completion of the first special election to fill the director vacancies.


  • Quorum: Not applicable - changes the bylaws require a 2/3rds supermajority vote for bylaws modification.
  • Present and online voting total: 112
  • For: 98
  • Against: 9
  • Abstain: 5