The following message was posted to the BMCA Yahoo! group (aka the listserv) on September 15, 2018
Good Morning
(please excuse the length, but the following is rather important for BMCA members)
In accordance with Article VIII, #1 of the BMCA By-Laws which state;
- This Constitution may be amended by an affirmative vote of two-thirds of the members of the Association in good standing, present and voting at any Association meeting. PROVIDED, however, that a written notice, stating the purpose and providing the complete language of such proposed amendment, shall be distributed to Association members at least thirty days in advance of such meeting.
The below and attached proposed by-law changes are being distributed to all Association Membership before the General Meeting on MONDAY, OCTOBER 29. The last modification of BMCA by-laws were ratified in Feb of 2013.
The attached and below by-law changes were approved by the BMCA Board on Thursday Sept 13th.
WHY ARE WE DOING THIS?
It is imperative and a general best practice for any non-profit Board to revisit their by-laws and edit, modify, or change if there are either important missing elements or to modernize due to advances in technology, non profit law, and/or otherwise.
- Move to add electronic voting as a voting option – The BMCA Board realizes that not all members can come to general meetings for a variety of reasons. In addition, technology has advanced enough to allow online voting that is non-duplicative of votes taken at a general meeting. Although electronic voting is not necessarily needed or warranted in all cases, there may be topics that may warrant a broader input/vote from the community which may not be recieved due to lack of attendance at a general meeting.
- Adding a provision of removing Board Members for cause – Due to legal, liability, and general best practices, it is important to have a clause in the by-laws to remove a Board Member who may have engaged in illegal behavior or other inappopriate actions. The Board realized that if a Board Member had committed an illegal act (such as exploitation of children, missappropriation of BMCA funds, etc) there was no provision to remove said Board Member from BMCA leadership. In addition, the Board and BMCA must do what it can to protect itself from any liability issues derived from a Board Member’s ‘bad behavior’. Such clauses to remove Board Members is considered a general Best Practice as stated in the following places and puts BMCA in line with other Arlington Civic Associations:
https://www.boardeffect.com/blog/properly-remove-nonprofit-board-member/
UPenn https://www.nonprofitissues.com/
The Board also wants to be ‘proactive’ instead of ‘reactive’ on this issue and have the clause in the by-laws before anything does happen which may tar the reputation of BMCA.
Attached are a track changes version of the by-laws with proposed changes. In addition, I have summarized the changes below (in the case that the word document does not open properly for folks)
1. ARTICLE III #2 – Delete last sentence that reads: “Voting privileges are extended only to those members who have paid dues for the current calendar year”
2. ARTICLE IV #10 (NEW, approved by Board Sept 13th) ADD:
“10. Removal from Elective Office. The Board may censure or remove for cause any Officer or Board/Committee Member. Censure shall require a simple majority of all Officers and Board Members then in office, removal for cause shall require a two-thirds (2/3) vote of all Officers and Board Members then in office. Votes may be taken at any regular or special meeting of the Board. Censure or removal for cause will be based on fraud, conflict of interest, personal misconduct, lack of fitness to serve, or failure to perform. The Officer or Board/Committee Member shall be given notice of the pending censure or removal for cause and be given an opportunity to be heard and the matter considered by the Board at the time and place mentioned in the notice.”
3. ARTICLE VII – VOTING (NEW) add:
“Article VII – Voting
- Voting privileges are extended only to those members who have paid dues for the current calendar year
- Voting may be conducted in person at an official Association meeting via general voice vote, paper ballots, electronically or any combination thereof.”
4. ARTICLE VIII – Committees – Previously ARTICLE VII. No change to text
5. ARTICLE IX – Amendments – Previously ARTICLE IX. No change to text
Attached is a track changes version. Constitution and Bylaws 2018 edits
The above/attached will be an agenda item for formal vote at the general meeting on Oct 29.
Thank You
Chris Tighe
President, BMCA