GIAC Bulletin
Sunday, May 31, 1998
These pages will be updated as information
becomes available between now and June 9.

GIAC Annual Membership Meeting
Page 3

BYLAWS
Proposed Changes

The proposals described below will be listed on the ballot at the Annual Meeting for individual approval or disapproval by the membership.
 

Proposal 1

Current text:   Article III Section 2 - Annual Meeting
The annual meeting of the members shall be held on the second Tuesday of June at 7:00 p.m. in each year, beginning with the year 1997 [...]

Proposed text:
The annual meeting of the members shall be held at the regular June meeting each year, at 7:00 p.m., beginning with the year 1999 [...]

Rationale:
To reduce the time demands on board members and officers.   [Jim Heagy]
 

Proposal 2

Current text:   Article III Section 10 - Voting
[...] A member whose dues and fees are not paid 90 days from due date forfeits all rights and cannot vote and shall not be considered in determining the number of members.

Proposed text:
[...] A member whose dues and fees are not paid 60 days from due date forfeits all rights and cannot vote and shall not be considered in determining the number of members.

Rationale:
To achieve consistency in the Bylaws with regard to the time frame required for suspension of member rights and benefits. (compare Article III Section 1)   [Claude Revis]
 

Proposal 3

Current text:   Article IV Section 2 - Number, Tenure and Qualifications
[...] Directors must be members.

Proposed text:
[...] Directors must be members. Directors are expected to attend regular and special Board meetings and to become personally involved in the affairs of the Cooperative. Directors must have a working electronic mail capability and be prepared to monitor and respond in a timely fashion to inquiries and discussions among principals of the Cooperative to support day-to-day operations and decision-making. During his term, each Director is expected to pursue one or more projects of personal interest, subject to approval by the Board, designed to support, enhance or expand the educational mission, or to substantially assist with the ongoing administrative or technical operations, of the Cooperative.

Rationale:
The Cooperative has increased in size and scope so that its administration, classes, operations and other activities can no longer be reasonably handled by only a handful of individuals (i.e., the Officers). A separate proposal is currently before the Board to implement an incentive program to encourage a higher level of participation in the affairs of the Cooperative by the general membership. Concurrently, this proposed update to the Bylaws intends to define and establish duties and responsibilities for all Directors, aside from those that may accrue from holding an Officer's seat. [The second requirement listed above (e-mail) was previously approved, but not yet added to the Bylaws.]   [Neil McLeod]
 

Proposal 4

Current text:   Article V Section 1 - Number
The officers of the Cooperative shall be a President, a Vice President, a Secretary and a Treasurer, each of whom shall be a Director and elected by the Directors. [...]

Proposed text:
The officers of the Cooperative shall be a President, a Vice President, a Secretary and a Treasurer. The President and Vice President shall be Directors and elected by the Directors. The Secretary and Treasurer may be Directors or members of the Cooperative and shall be elected by the Directors. [...]

Rationale:
Maryland state law requires only that the President and Vice President of the Cooperative be Directors. Under the current provision, it has been difficult to find individuals from among those willing to serve two-year terms as Director who are also willing to commit to the additional duties and responsibilities required of an Officer. The problem becomes particularly apparent at the point of the Annual Meeting, when candidates for four Officers must be found from among a group of only nine Directors, some of whom may have just completed a stint as Officer and wish to step down, and others who may be new and unfamiliar with or uncomfortable with the additional responsibilities. The intent of this proposed update to the Bylaws is to expand the pool of potential candidates for Secretary and Treasurer to include the entire membership.   [Neil McLeod]
 

Proposal 5

Current text:   Article V Section 8 - Treasurer
If required by the Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Directors shall determine. [...]

Proposed text:
If required by the Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Directors shall determine. The bond premium shall be paid by the Cooperative. [...]

Rationale:
This is an all volunteer organization. What person in their right mind would volunteer to be Treasurer and pay their own money for the bond?   [Nancy Revis]


BYLAWS
Compliance, Clarification & Correction Changes

The Board will also cause certain additional changes, not submitted to the membership for approval by vote, to be applied to the Bylaws in conjunction with the next publishing update. These changes fall into three categories: compliance changes (listed below for reference), which have become evident as being necessary to fully comply with Maryland General Corporation Law, clarification changes (listed below), which repair ambiguous or contradictory language, and correction changes (not listed), which repair spelling, punctuation or other typographical errors.
 

Clarification Change 1

Current text:   Article III Section 1 - Conditions of Membership
[...] The Board, upon unanimous approval, may suspend a member after 30 days' notice for failure to pay member's dues and/or fees or comply with the membership agreement. In the event that the non-payment or failure to comply with the membership agreement is corrected within 30 days of notice of the same to the member, the member may be reinstated upon unanimous approval of the Board.

Updated text:
[...] The Board, upon unanimous approval, may suspend a member after 30 days' notice for failure to pay member's dues and/or fees or comply with the membership agreement. If suspended, the member may be reinstated, after having corrected the condition of non-payment or non-compliance, upon unanimous approval of the Board.
 

Compliance Change 1

Current text:   Article IV Section 13 - Executive and Other Committees
The Directors shall at the annual meeting appoint a Technical Review Committee of no less than three members. All membership initial service connections and service connection changes shall be subject to approval by the Technical Review Committee. The Technical Review Committee has authority to suspend a member's service to any member whose service connection adversely interferes with the service of other members of the Cooperative or Internet. A member's service may be reinstated if so approved, after review, by the Technical Review Committee. The Board, by resolution, may designate from among its members an executive committee and from its members and/or the members of the Cooperative other committees, each consisting of three or more members. Each such committee shall serve at the pleasure of the Board.

Updated text:
(a)   The Directors shall at the annual meeting appoint a Membership Committee of no less than three members, chaired by the Webmaster. All membership initial service connections and service connection changes shall be subject to approval by the Membership Committee. The Membership Committee shall have authority, with approval by the Board, to suspend service to any member whose service connection or usage thereof adversely interferes with the service of other members of the Cooperative or users of the Internet. A member's service may be reinstated if so approved, after review, by the Membership Committee.

(b)   The Directors shall by the end of each fiscal year appoint an Audit Committee of no less than three members, chaired by the Vice President. The Audit Committee shall audit the financial and membership records of the Cooperative for the fiscal year ending, as kept by the Officers, and prepare a written report on the audit for presentation, within 90 days of the close of operations for the fiscal year, to the Board. Required components of the audit report shall be defined from time to time by the Board.

(c)   The Board, by resolution, may designate from among its members an Executive Committee of no less than three members. The Executive Committee shall serve at the pleasure of the Board.

(d)   The Board, by resolution, may designate from among its members and/or the members of the Cooperative other committees, each consisting of no less than three members. Each such committee shall serve at the pleasure of the Board.
 

Compliance Change 2

Current text:   Article IV Section 14 - Annual Report
The Board shall be responsible for filing, as required by statute, the annual report in the office of the secretary of state.

Updated text:
The Board shall prepare, within 120 days of the close of operations for each fiscal year, a report of its conditions. Required components of this report shall be defined from time to time by the Board and shall include, at a minimum and as required by statute:

(a)   The names, addresses, occupations, and date of expiration of the terms of the Directors and Officers;

(b)   The total number of members and the amount of membership equity received or allocated;

(c)   The annual receipts, annual expenditures, assets, and liabilities of the Cooperative; and

(d)   The Audit Committee report.

A copy of the annual report shall be kept on file at the principal office of the Cooperative, presented at each annual meeting of the members of the Cooperative, and made available for inspection thereafter, upon request, by members of the Cooperative. The Board shall be responsible for filing, as required by statute, the annual report in the office of the secretary of state.
 

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