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Web Ballot
Ballot D-050818

ARTICLES OF INCORPORATION
Proposed Approval Procedure

BACKGROUND & RATIONALE:
From the Annotated Code of Maryland, here are the required procedures for amending the Articles of Incorporation [omitting the parts that don't apply to GIAC]:
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Title 5 Section 5-5A-21.
(a) Amendments to articles of incorporation. --
(1) Amendments to the articles of incorporation may be proposed by a two-thirds vote of the board of directors, [...], or by petition of 10 percent of the cooperative's members.
(2) Notice of the meeting to consider amendments shall be sent by the secretary at least 30 days before the meeting to each member at the member's last known address, accompanied by the full text of the proposal and by that part of the articles to be amended.
(3) Two-thirds of the members voting may adopt that amendment. The power to amend the articles of incorporation is reserved to the members.
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GIAC Bylaws provide that both the notice to Members and the voting by Members can be conducted electronically. In the absence of electronic ballots, voting by Members in between Annual Meetings would normally take place at a Special Membership Meeting called by the President or Directors. I propose that we conduct the Membership voting in accordance with the bylaw provisions for voting at Special Membership Meetings, either in lieu of or in conjunction with a special meeting.

Specifically, I'm proposing the following procedural steps:

  • To conduct an electronic ballot of Directors, containing all the required elements of an amendment proposal, with a voting deadline of 10 days. This ballot would require a two-thirds vote by the Directors for approval.

  • Assuming Director approval, to conduct an electronic ballot of Members, containing the same/updated elements, with a voting deadline of 30 days (to satisfy the notice requirement).

  • At the Board's option, a Special Membership Meeting (announced in the ballot) could be held at the end of the 30 days. The special meeting could be scheduled to coincide with the next Monthly Board Meeting. At the special meeting, Members could conduct any discussions or ask any questions they might have before casting their vote. A vote cast at the meeting would supercede any vote(s) previously cast electronically by the same Member. Otherwise, electronic votes would be combined with meeting votes to determine the final tally.

        [Considerations for this part of the proposal:  With electronic balloting we might get more participation than with a meeting alone; but, we might also confuse some people with the first electronic ballot they have ever seen from GIAC. Later, perhaps we can ask the Membership if they would prefer to vote online or at a meeting.]

  • Whether or not a special meeting is held, this second ballot would require a two-thirds vote by the Members (of those Members voting) for approval. Directors and Officers can participate in this vote.

    Completing all the proposed steps of this procedure would require 40 days at minimum, ending at the October 13th Board Meeting. To accomplish that, allowing the standard 7-day voting deadline on this procedures proposal and an extended 10-day voting deadline on the Articles proposal, only 4 slack days would be available to work out any differences the Board might have on approving the Articles.

    If we go beyond the next monthly meeting completing the Board voting, the Membership voting won't be finished until November 10th (unless we schedule a separate special meeting in between monthly meetings, which I think most of us could do without).

    Only after this entire process is completed can the amended Articles of Incorporation document be submitted to the State of Maryland for acceptance [a process of unknown duration]. And only after that approval is obtained can the tax-exemption application be filed with the IRS, followed by another unknown waiting period for final approval.

    Now, after seven long years of futility, are you motivated to get this truck rolling? Better jump on board before I run out of gas! :)

    Neil McLeod
    Chair, Legal Committee

    P.S.  Note that I changed the webpage name to "web ballot" to distinguish it from voting by e-mail, which we may still do for urgent or less formal issues.

    Proposal 1
    Proposal:
  • OPTION 1:  YES - Procedure approved without the special meeting -- only electronic voting by the Membership.
  • OPTION 2:  YES - Procedure approved with the special meeting -- electronic and meeting voting by the Membership.
  • OPTION 3:    NO - I want to chair the Legal Committee and do this my own way.

    VOTING SUMMARY

    OPTION 1  Phil Brandis, Ed James  
    OPTION 2  Neil McLeod  
    OPTION 3  Anne Andersen (missed the joke/off-topic/disallowed)  
    ABSTAIN   
    ABSENT  Peggy Bates, Mary Camp  
    SpacerSpacer

    Proposal 1 Option 1 is approved.

    Voting deadline for this ballot:
    Send any questions to: Director Neil McLeod

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