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OLD SEMINOLE HEIGHTS NEIGHBORHOOD ASSOCIATION, INC. Suggested revisions for the BYLAWS |
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| Existing Bylaws | Proposed Changes (12-28-2009) |
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Article VI Executive Board
Section 1. Composition: The Executive Board shall be composed of the nine (9) elected officers. No person shall hold more than one office simultaneously.
Section 2. Chairperson: The president shall be the chairperson of the Executive Board. In the absence of the president a chairperson pro-tem may be elected by a majority vote of the Executive Board members present at any Executive Board meeting at which there is sufficient quorum to conduct business.
Section 3. Powers and Duties: The Executive Board is entrusted with conducting the financial and administrative business of OSHNA. In the discharge of its duties, the Executive Board is responsible for ensuring the perpetual existence of OSHNA; preserving the good name and reputation of OSHNA; and in maintaining a sound financial standing of OSHNA.
Section 4. Executive Board: Notwithstanding other provisions of these bylaws, the Executive Board shall have specific powers and duties as follows:
[1]. Approve any and all expenditures of the OSHNA funds.
[2] Approve all contracts, agreements, and understandings which require, or may require, the expenditure of funds. Any and all such contracts, agreements, and understandings shall be in writing.
[3] Approve the use of the OSHNA name and/or logo by other parties including, but not limited to, endorsements of products or businesses.
[4] Expel members whose actions or conduct embarrass or jeopardize the best interest of OSHNA.
[5] Approve nominations of the president for the position of chairperson of respective committees.
[6]. Adopt policy statements and guidelines on the routine conduct of OSHNA business by officers, committees, and members.
[7] Appoint members of the Audit Committee.
[8] Appoint members to fill vacancies on the Executive Board.
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Section 2. Chairperson: The president shall be the chairperson of the Executive Board. In the absence of the president, the vice president shall preside. In the absence of both the president and vice president, a chairperson pro-tem may be elected by a majority vote of the Executive Board members present at any Executive Board meeting at which there is sufficient quorum to conduct business.
Revised to clarify who shall preside over meetings.
Section 4. Executive Board: The Executive Board shall have sole authority to:
Changing the statement makes it clear that only the Executive Board has the powers listed in [1] through [8].
[5]. Approve nominations by the president for the position of chairperson of respective committees. Changing “of” to “by” corrects grammar and makes the statement clearer.
[7] Appoint members of the Financial Review Committee.
Name of committee changed to agree with revised Article XIII, Section 2.
[8] Nominate and appoint members to fill vacancies on the Executive Board. Persons so appointed will serve the remainder of the term.
Amended to make clear that someone appointed to a position will serve only the remainder of the term.
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Article I - Name, Purpose and Membership
Article II - Meetings
Article III - Quorum
Article IV - Officers
Article V - Elections
Article VI - Executive Board
Article VII - Duties of Office
Article VIII - Committees
Article IX - Amendments to Bylaws
Article X - Non-Discrimination
Article XI - Non-Profit Provisions
Article XII -Control and Disbursement of Funds
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Section 4: This is bad bylaw smithing. A President on any organization is also a member of that organization and therefore has an equal vote with any other member. No member should be disenfranchised. Check Robert's Rules. A President by tradition withholds his or her vote except in the case of a tie, but the bylaws should not create inequities.
Section5: There should be NO instances where the Board of Directors has ABSOLUTE or SOLE authority. This again is a misuse of the bylaws and creates strata of memberships within the membership. This is unacceptable. The organization is owned by the membership, not a Board of Directors who serve them. The membership is the SOLE authority on ANY issue. Anything else is a power grab.
Totally agree with Larry on Section 5. The B.O.D. should NOT have absolute authority. This is a membership organization, has always been, and passing this bylaw will only further divide the members amongst all. The membership should be SOLE authority on ANY issue and yes, anything else is a power grab and not necessary.
Concerning the vote of the president - After further discussion the Committee agreed and dropped any change to that section.
The Executive Board is elected by the members to run OSHNA and to manage its projects, goals, and finances. It would be impractical and unfair to give the Board that responsibility without also giving it full authority.
# 4
The expelling of members should be extremely rare. This action should only be cared out after an independent review. The board can't claim to be the injuryed party and expell a member without an independent review. Also, there needs to be some further explanation as to how the explelled member would be able to be reinstated.
# 8
Replacement officers should be replaced based upon the most recent election results. The board should not have the sole authority to fill vacancies. The membership voted and that should be honored. Otherwise we have a club, not a democratic based membership organization.
#4 The Committee agrees that expulsion of members should be extremely rare. It has, in fact, happened only once in OSHNA’s history. For background on the reasons on that occasion, check OSHNA’s website at http://www.oldseminoleheights.org/files/minutes/20090417_SHF_membership_...
#8 Certainly in filling vacant positions the Board would look for the most experienced and best suited person. Considering those who were elected is a good suggestion. The Committee felt, though, that limiting choices in that way would be too restrictive.