Questions on Bylaws [Archive] - Viper Owners Association

mauricev10

01-11-2014, 12:40 AM

Luc,

Some quick replies, as I am traveling. Glad you took the time to read through the bylaws. I can understand your concern given the history of the Viper club, and if you weren't involved in the discussions on how we arrived at these. No matter how you create by-laws, there'll always be some questions. It's important to note that all region presidents were given the bylaws to review, discuss, and then approve, which they did. Any concerns they had were addressed. You can ask any of the presidents.

They are quite a few things in the bylaws that i don't like at all. Mostly because of my experience with the VCA since 2000.
I would appreciate some honest answers:

1/ Why are the 4 National Officers elected by the Regions Presidents and not by a vote of the Members?

The process we use is typical for large clubs. Members elect the region president, and the region president elects the positions above him. Unlike the past, we have made the region presidents members of the board, so they have voting rights on ALL issues. It's his or her duty to represent you. Even the US government doesn't elect officials by popular vote, it's done through an electorate group.

In reality, most members don't care or won't take the time to get to know the candidates for national office. So it becomes a huge waste of money to send out ballots that most won't return. (Think about the cost of printing and mailing and counting 3000 ballots.) While you might suggest electronic voting, there are still members who are not technologically savy, and wouldn't have access, and by definition, every member would have to have the opportunity to vote.

You have to trust the president you elect, and if you feel strongly about one candidate or another, then voice it to them before the election.

2/ Why is there no term limits for National Officers?

We discussed this and decided that holding the election itself will limit the term if people decide they want a different officer. Since the board now consists of wide range of people from across the world (30-40 members), it's not likely a vote can be "fixed". Finding good volunteers to run for office is difficult, and it doesn't make sense to push someone out simply because a bylaw defined a term limit, if they are willing to continue doing the job and the group wants them to. It takes time to get up to speed, and frankly, 2 years isn't a lot of time to get up to speed and get something done if you're relatively new. A perfect example is our Treasurer. It requires a trustworthy numbers guy. Not many people want to donate their time like that, so when you find someone you trust, then you want to keep them, especially if no one else wants to step up. Note we DID put a 2 term limit on the president.

3/ Why do only the National Board has the power to amend the bylaws and not the members by a majority vote?

Bylaw amendments need to have a responsible core group, not only to vote them in, but to discuss the changes. You can't have 3000 people debating bylaws, nothing would ever get done. Again, you have to trust your elected region president to represent you, but we've also put a provision in the bylaws that allows 50 members to sign a petition to request a bylaw change in case you feel you are not being represented well.

We understand the by-laws are a living document and require adjustment from time to time, which is why we are forming a bylaw committee to manage that, independent of the officers. And again, like the elections, asking 3000 members to vote on a bylaw change is expensive and unweildy.

4/ Under Article 2, Section 4 (c) the Board has the right to hold non-public Executive Session and has the right to keep secret from the members what went on behind those closed doors meetings. Why such secrecy?

Executive sessions are part of many bylaws. While we realize it's a sensitive point, the provision needs to be there for occassions where the sensitive information is being discussed which you don't want on public record (e.g. a member's reputation or actions, or discussing information that may be confidential to the manufacturer). The key to executive sessions is how frequently you use them. It's a car club, so there really shouldn't be many instances where this is needed, and our group is committed to only using this when absolutely necessary.

I think the important thing to remember is bylaws are the rule book, but the important part is who is applying them. It's impossible to write a set of bylaws that can't be abused if they are to have any teeth to them, so it's up to the group of people who apply them to NOT abuse the intent. (Trust us, we have experience with that.) We are just as concerned about transparency as you are, which is why we started this new club. So you have our commitment that none of these bylaws were written for underhanded purposes.

I hope this helps. Thanks for your concern.

Maurice Liang
President
Viper Owners Association

Shooter

01-11-2014, 06:55 AM

Good answer's to good questions. Not that it was brought up, I think one of the things I like in the new club bylaws is that there is no more secret ballot BS. In the other club, your Regional President could tell the members he/she voted for candidate A, when in reality, they really voted for candidate B. To me, this is just one of the "checks" put in place here. I appreciate the effort by all involved.

BlknBlu

01-11-2014, 07:03 AM

Our meeting are run so smoothly with open and honest dialogue and no fighting. With over 30 people on a call it is amazing how well things go.

Proud to be a part of it.

Bruce

Wot!

01-11-2014, 09:02 AM

Luc, I'd like to know what you think of the answers you got. Did Maurice's answers address your concerns?

Granger73

01-11-2014, 09:12 AM

Article X Section 1 of both clubs bylaws render the totality of the bylaws meaningless, as this Article allows the BoD to govern by fiat. (No pun intended).
The original VCA bylaws stated that administrative or procedural changes could be made with in the defined voting process. The most recent change made to the VCA bylaws added the word SUBSTANTIVE to the type of changes that could be made. This basically empowered the board to make ANY changes they deem necessary without notification to, or vote by the members or their representatives. We all saw how that worked out. The VOA bylaws also include the word Substantive in their version of the bylaw amendment process. Wasn't a lesson learned?

Janni

01-11-2014, 10:09 AM

The rationale behind having the BoD able to make bylaw changes was explained in Maurice's response.

Having 30-40 sets of eyes on all the activities of the club is a HUGE step toward oversight. EVERY Regional President is on the BoD. His or her vote counts the same as Maurice's. The Board - your President - will be responsible for the health and welfare of the National Org. Eliminating a "middle management" layer from the bylaws was the right thing to do.

We will have a Bylaw committee this month and folks will be asked to join - Granger - I think you have fair points and would think that you could contribute well to this group. I'd like to think that we'll announce and discuss bylaw changes (proposed) here on the forums maybe this is the first thing for a members only area? Discuss them and have the bylaw committee form a recommendation and then we vote. I don't beelvie that it is EVER the intent to change the bylaws without notification - but your point is taken. Perhaps we set bylaw changes for 2x per year?

I so realize the sensitivity of the way it was vs how we've set up this club. I also understand that it's not documents that corrupt organizations, it's people. And while you can try to legislate this kind of morality- it rarely works. What works is empowered, active, involved people at the local level - and that's your President.

We're learning - we'll make adjustments along the way and keep you all posted. it's all we can do - as the proof will be in the pudding.

Thanks for the feedback - it's helpful and good to remind of the sensitivities.

BlknBlu

01-11-2014, 10:18 AM

These initial bylaws are currently the framework for the club and over time will get adjusted on changes that make sense and benefit the members, not the BOD. We are volunteers as wells as members and what to make good club decisions. Crossroads of America members are up to date on potential changes and our local BOD does not make a decision without thier approval.

It is not always feasible to have every club decision to go through it's members as to some are just basic book keeping activities that need to be done. I promise you that we will be as open as humanly possible. Again look how fast the minutes came out. These are teh same minutes the Presidents recieve and are not filtered or watered down.

Proud member

Bruce

Hostile

01-11-2014, 10:47 AM

I would like to see a way put in for the members to remove
national officers.

Skeeter

Viper Girl

01-11-2014, 11:11 AM

I would like to see a way put in for the members to remove
national officers.

Skeeter

Consensus of 30 Presidents should be able to achieve that...

But City Snake isn't really a National Officer... He's the Web Chairman... Just Sayin...

BlknBlu

01-11-2014, 11:24 AM

and those Presidents take input from thier membership.

Bruce

Hostile

01-11-2014, 11:26 AM

Viper Girl
That didn't work for a car club I was in that is now
upside down. I think the members need a fail safe.

Skeeter

City

01-11-2014, 11:44 AM

But City Snake isn't really a National Officer... He's the Web Chairman... Just Sayin...

LOL. I've already been shown the door.

City

01-11-2014, 11:52 AM

Viper Girl
That didn't work for a car club I was in that is now
upside down. I think the members need a fail safe.

Skeeter

Hi Skeeter,

It's an interesting issue. I'll bring it up in the next conference call. It's a double edged sword and requires a heck of a lot of foresight to determine potential downside to the club as a whole.

Perhaps some super majority of members?

At first glance, if there was such a strong majority of members wanting to remove a national officer, I would imagine the entire club's survival would be in jeopardy. Sort of rings a bell, ehh? I'd like to think that with the change to +-[U] 35 national board members, a single (or even a small few) seriously problematic region presidents couldn't manage the damage to destroy a club.

Not for for me to say, but we can discuss it.

XSnake

01-11-2014, 11:58 AM

Viper Girl
That didn't work for a car club I was in that is now
upside down. I think the members need a fail safe.

Skeeter

How would the fail safe be activated?

MoparBoyy

01-11-2014, 11:59 AM

MoparBoyy

01-11-2014, 12:03 PM

Viper Girl
That didn't work for a car club I was in that is now
upside down. I think the members need a fail safe.

Skeeter

that is NOT true. at least in FL, with the 'other' club. I kicked, yelled and screamed but was never heard as a 'member' even as a regional president you had no power with VCA, you had to be on the 'inner circle'

luc

01-11-2014, 12:18 PM

Most of my "issue" with the bylaws is based on how few controls and says the members have in the way the club is run.

Basically all the answers were : It is that way because having the members make decisions/vote on bylaws and national Officers would be too costly, cumbersome and not practical.
it was even said that '"In reality, most members don't care or won't take the time to get to know the candidates for national office"

Maurice mention that ". Even the US government doesn't elect officials by popular vote, it's done through an electorate group."
Without getting into politic, it can certainly be argued that it is one of the major problem in the US and that you have a bunch of democratic countries where presidents are elected by popular votes.

While I agree that giving members more control and voting rights will complicate things a bit, it is the same thing for a "government of the peoples by the peoples, for the peoples " it is a lot more complicated and costly than a dictatorship but the advantages far out weight the inconveniences.

Btw, the answer regarding term limit for the President (Note we DID put a 2 term limit on the president.) , while technically correct, is in fact very misleading since there is NO limit on how many times a President can be elected. The only limit is 2 years IN A ROW and even this restriction can be waived.

You ( Management) are asking Members to trust you, the least you could do is to return the same favor to the Members and giving them the rights and duties to elect you, amend the bylaws, remove officers and not to conduct ANY business in a secret way, regardless of the reasons.
If some confidential information need to be discussed, I can give some ideas on ho to do so without depriving the members of their right to know.
Also ,the bylaws state that members are welcome to attend any "Open" meetings, BUT only IF SPACE PERMIT
That need to go, if so many members want to attend a meeting that space could be an issue, the duty of the Board/Officers should be to make room for them, not to exclude them..

Thank you for answering my questions and be open to dialogue

Viper Girl

01-11-2014, 12:32 PM

luc

01-11-2014, 12:38 PM

Article X Section 2 says

Additionally, fifty (50) Active MembersPrimary may propose an amendment by submitting a written petition to the National Secretary andsigned by all of the proposing members. Any amendment proposal shall contain an explanation(not to exceed 300 words) of the need and justification for the requested amendment. A BylawCommittee may also be formed to review and make recommendations for changes to the Board.

My reading of this section is that 50 members can PROPOSE an amendment but the decision to approve/reject the proposed amendment lie exclusively in the hands of the Board.
Therefore my comment that Members can't amend the bylaws

LifeIsGood

01-11-2014, 12:49 PM

My 2 cents...any type of member voting would probably require at least a 50% majority vote. I doubt we would ever get 50% of members to EVEN vote. In a lot of instances...member voting requires a 75% majority vote to change something...I just don't ever see that happening...getting enough members to vote to achieve these levels...again my 2 cents.

Hostile

01-11-2014, 01:08 PM

Luc if I read your explanation right the general
members still have little or no power to change anything.

Skeeter

Granger73

01-11-2014, 01:21 PM

What harm would there be if the word, Substantive, was removed? I think that it is a mistake to bundle a substantive change with a procedural or administrative change. A substantive change must be handled differently than an administrative or procedural change. It should require some input from members. By definition, it is a change that could have a major impact on the membership.

MoparBoyy

01-11-2014, 02:16 PM

Luc if I read your explanation right the general
members still have little or no power to change anything.

Skeeter

members elect the presidents of the region. the president is held accountable for how he/she votes.

way more power than any member of VCA. Here in FL as a member I was not even allowed to vote for the regional president.

BlknBlu

01-11-2014, 02:17 PM

same with Crossroads Region.

Bruce

XSnake

01-11-2014, 02:20 PM

While I agree that giving members more control and voting rights will complicate things a bit, it is the same thing for a "government of the peoples by the peoples, for the peoples " it is a lot more complicated and costly than a dictatorship but the advantages far out weight the inconveniences.

Having a 35-40 person vote is a far cry from a dictatorship.

You ( Management) are asking Members to trust you, the least you could do is to return the same favor to the Members and giving them the rights and duties to elect you, amend the bylaws, remove officers and not to conduct ANY business in a secret way, regardless of the reasons.
If some confidential information need to be discussed, I can give some ideas on ho to do so without depriving the members of their right to know.

I disagree. If there is a relationship built between the club and SRT and SRT requires some info (new ACR, ring record attempt, etc...) to be kept secret it must be. Period. If the BOD is trying to keep something secret that shouldn't be it will come out. See the Lee Stubberfield Letter of Doom thread on the Alley for an example.

Also ,the bylaws state that members are welcome to attend any "Open" meetings, BUT only IF SPACE PERMIT
That need to go, if so many members want to attend a meeting that space could be an issue, the duty of the Board/Officers should be to make room for them, not to exclude them..

I agree with you on this

Janni

01-11-2014, 05:37 PM

how does one plan a meeting and potentially rent space (which is costly) and then have it available for anywhere from between 40 members (the total BoD) to 1500+?

Viper Girl

01-11-2014, 06:10 PM

how does one plan a meeting and potentially rent space (which is costly) and then have it available for anywhere from between 40 members (the total BoD) to 1500+?

Ez... Tent City... We stop setting up tents when we see the headlights of the last car.

2415

:stickmen_burningsti

luc

01-11-2014, 07:15 PM

how does one plan a meeting and potentially rent space (which is costly) and then have it available for anywhere from between 40 members (the total BoD) to 1500+?

Janni:

Your rhetorical question is a little bit disingenuous, nobody in their right mind would expect such a large numbers of members wanting to be at a meeting, and appear to be 180* apart from some comments made by Maurice ( and other) regarding, for the lack of better word, the lack of members interest in the operation, including voting for National officers or other, of the club.

Janni

01-12-2014, 10:51 AM

luc,

We're sharing things as real time as we can. We're on the forums. We're actively working with the Presidents and asking them to share with THEIR regions. We've had more communications with the Presidents in 3 months than I saw from the VCA in the past 6+ years.

As an FYI - the VCA also offered open meetings to the members - several took them up on the invitation. However, they then relied on the "Executive Session" in order to shut out observers and sport the truly bad behavior - so I am keenly aware of the abuses of that possibility. I was also on the receiving end of being sworn at, fist pounded on tables and having someone just about come across the table at me. the entire BoD was there. So I am sensitive to the misuse of "Executive Session"

It's not the bylaws that promote bad behavior- it's bad people. It's an environment of arrogance and tops down instead of what we've fostered with both words and deed - which is an inclusive environment where we hold ourselves up and open to scrutiny of the Regional Presidents - and WE serve THEM.

I expect a lot of our meetings, initially, to be done via conference call. It's cheaper and more practical. I also expect bylaws to be looked at only a couple times a year. So - we should announce that - gather feedback - and make the conference call information available to a member upon specific request to attend the meeting (via the regional presidents is my guess) and then we'll address space at a face to face when we get to that point. I would say that every effort to accommodate members will be made - but it has to be "within reason". I'd be really upset if we had a lot of requests for attendance, and space was booked to accommodate and ended up being unnecessary - so again - we'll have to have a somewhat balanced approach. Possibly - we webinar any in person meeting, too.

Ultimately - I think we can utilize technology to accommodate requests. We've already discussed the webinar possibility with the Presidents.

Hostile

01-12-2014, 12:46 PM

Janni
The only way to control bad people who have moved into

positions of power is with strong bylaws for the members.

Our bylaws need to provide a strong leash on the leadership

or we are back to the old car club.

Skeeter

Granger73

01-12-2014, 01:04 PM

Trust but verify. The bylaws are the means that make verification possible.

Granger73

01-12-2014, 01:08 PM

Article X Section 2 says

Additionally, fifty (50) Active MembersPrimary may propose an amendment by submitting a written petition to the National Secretary andsigned by all of the proposing members. Any amendment proposal shall contain an explanation(not to exceed 300 words) of the need and justification for the requested amendment. A BylawCommittee may also be formed to review and make recommendations for changes to the Board.

In this instance a simple solution would be that any amendment proposed by a member petition would have to be voted on by the full membership. If the BoD were opposed to it, the membership vote could override the BoD.

Resident Alien

01-12-2014, 01:33 PM

Janni

01-12-2014, 02:18 PM

^ I second the motion. Great "checks-and-balances" suggestion. If it's not adopted outright we can probably try to find 48 more members to test the efficacy of this very same Article X Section 2. Hilarity will ensue if it's ultimately thrown out.

not opposed to this at all - but I would suggest that if we're going to force a full member vote to override the 40 or so member Board of Directors (who have to review and determine if the proposed bylaw amendment has merit) that the signature threshold is raised to a level that tests the membership interest- I'd suggest it be based on a percentage of the overall members. There's a certian level of work involved to query the membership - it cannot just be done online - so there is time and expense for both the club and the Board.

I'd suggest this be the first proposal (or one of the first) for the ByLaw committee to address. Trying to form that before end of the month - stay tuned - and start thinking about the mechanics of administering this / suggested writing of the amendment.

thoughts?

Resident Alien

01-12-2014, 02:52 PM

not opposed to this at all - but I would suggest that if we're going to force a full member vote to override the 40 or so member Board of Directors (who have to review and determine if the proposed bylaw amendment has merit) that the signature threshold is raised to a level that tests the membership interest- I'd suggest it be based on a percentage of the overall members. There's a certian level of work involved to query the membership - it cannot just be done online - so there is time and expense for both the club and the Board.

I'd suggest this be the first proposal (or one of the first) for the ByLaw committee to address. Trying to form that before end of the month - stay tuned - and start thinking about the mechanics of administering this / suggested writing of the amendment.

thoughts?

Agree 100%, it sounds simpler to suggest than actually implement but there should be some reasonable way to do so. There should be some minimal threshold of member participation on such a vote. VOA referendum :)

MoparBoyy

01-12-2014, 06:21 PM

Luc.. if you want a vote so badly, join the club and participate with your region. Here in Central/North FL I have discussed issues with people and voted accordingly. Most members aren't that involved so I make the choice of whats best for the club, I would LOVE more people who want to be active in everything thats going on.

Starting this region from nothing sucks, its been a ton of work with so far zero payoffs, but they will come. You gotta have faith.

slysnake

01-12-2014, 08:28 PM

However, they then relied on the "Executive Session" in order to shut out observers and sport the truly bad behavior - so I am keenly aware of the abuses of that possibility. I was also on the receiving end of being sworn at, fist pounded on tables and having someone just about come across the table at me. the entire BoD was there. So I am sensitive to the misuse of "Executive Session"

Somewhere in the above discourse it is stated that the present leadership will not allow the bad things that happened at the VCA happen here. And I believe that is true. It was also true at the VCA for many years. However, the present leadership may/will not always be here. That's why it's important to have some controls set up. I think having the region presidents as members of the board is a great step forward. I also think there needs to be some kind of recall provision available to the members.

I also believe substantial bylaw changes and officer elections should be voted on by the membership. I disagree with the idea that there needs to be some kind of quota on the number of people that vote. Set the elections at a specific day each time and count those that vote period. Do it on line. Use an email or pm ballot, that's the same as a roll call vote. If only 10% of the membership wants to vote, so be it. The others had their chance. There is talk about the electoral college here.... really? When you vote for Mayor or Governor they take who ever votes period. There is no quota.

As far as the "executive session" provision..... You can see why that raises red flags. Again, it was said that we wouldn't let that happen here. And I believe the present leadership is honest in that belief. But what about when somebody gains control that is less than honorable?

Hostile

01-12-2014, 08:51 PM

What slysnake said X2

Skeeter

Wot!

01-12-2014, 08:52 PM

This awesome. Lets not forget that not long ago none of us would have been able to have this conversation online. I really like hearing all the different opinions our members have.

No matter what is done, not everyone will be happy.

Overall I feel the members have more say than at any time in the past now that the BOD is made up of the region presidents. To me this is a great balance and if each region is run as it should be the region presidents should be voting on behalf of their members. That is why I liked the idea of all votes being public. Members can hold their local president accountable. I expect the members in my region to do so. Although I suspect less than half will know what is happening as they don't all visit the website or read all my lengthy emails. I do my best to make sure they are informed.

Lets keep hearing what you think. This is how things get improved.

luc

01-12-2014, 09:56 PM

+1 on Skeeter and Slysnake

I do believe that, even if some of them come with a lot a baggage, the present leadership is trying to do a good and honest work.
That say, the way the bylaws are set up the national officers are always going to come from the BoD rank and because the BoD elect them and that there is NO term limits, this is a "incestuous" relation that almost guarrantee that no "regular" member can ever become a National officer.

Let's remember why Some of the present officers split from VCA and created this club. It was not because they reacted to a major issue between the VCA and regular members ( censorship could come to mind) but rather due to some serious issues and fighting BETWEEN the TOP of the VCA.
Sorry if some peoples don't like to hear the truth but it's exactly what happened..
To avoid any chance of having a repeat of the VCA disaster, Regular members need to have a lot more DIRECT control on THEIR club. That mean election, recall, bylaws, etc

Wot: you are 100% right, by allowing such thread/post, the VOA is certainly going in the right direction

SmoknTires

01-12-2014, 10:54 PM

Luc, I was indeed there, through several regimes. I can tell you there was more to it. But relative to your specific points (and I agree with them), I will also say that NO bylaws can save you if people choose to do the wrong things - you can't account for all the catastrophes that can happen. It's similar to the idea that if we make enough laws in this world (which the US is getting good at) that we can head off all problems. The reality is that often it means that the issues will become more complex, they'll depend more on lawyers, and those not in the loop will have a harder time keeping up with the details. It's one of the reasons the bylaws were cut down a lot, and made a lot simpler.

I love this conversation as it introduces where the real problem is. You hit the nail on the head and I think all people would probably agree on what you're trying to say. But the problem that I think you're all discussing is not the "what" we should do, it's the "how" to do it that is the tough part. And that's what some of the people above tried to describe.

In reading the posts I do also want to make one general statement, of which usually only those who volunteer for positions in the club would know. Many people will complain about things, because everyone will have an opinion - but few step up for major responsibilities and they won't always be there when the problems happen (on a daily basis). And I will be the first to say that is a true challenge (but not a surprising one if you're close to the work that is done on a daily basis). We all have opinions and will voice them but it's a lot of work on the back end to make that theory work. That's why we need to keep things simple. I say that only to build some tolerance, as I don't want all the people who made decisions to feel that they're being criticized, as it'll happen no matter what. I'll also say we need to learn from the past, but not be so wound up in the mistakes of others that it affects so many tings in the future. With that said, I'll also chime in on the specific topics as I think I can shed light on where the real issue is, because I agree with the initial point made.

The term limit was actually put in our first version. However, after debating with the group there were just as many valid reasons otherwise. Here is the main issue, while it will mandate the turnover of any "bad" people in the future (which in terms of likelihood is small), it will also force the turnover of good people (who may be willing to continue to do the job - and that will be highly likely). Even on a regional level this is true. I would never set term limits in my region as it would never have build a strong club if we would get the benefit of peoples skills & leadership for a max of 2 to 4 years. The idea is that people who do a good job should be kept aboard and those who don't should be shown the door. You'll go through officers too quickly, you'll have less stability because you'll keep reinventing the wheel, and you'll be playing musical chairs and soon have too small of a pool to elect from - and you'll be scraping the bottom of the barrel sooner. As big as the club may seem, there aren't many people willing to take on national (even some regional) positions. That's the reality. So as much as you need to protect, you also need to help foster the growth by not stifling productive people or efforts.

And I'll clarify on the past without getting into specific incidents. The reason this happened before is 1) The circle of people who controlled all this were a small handful and 2) Board members with other positions were given two votes so that can skew the election based on their individual will (or bias), and being such a small group - that's very easy to happen. 3) The President had "ultimate power" and plenty of flexibility to do what he wanted without much approval. In the VOA each voice will be heard once, and instead of a handful, you have almost 40 people from around the world. And of those people, all of them are regional presidents who have a stake in the game (not "directors" who ended up being appointed). Lastly, the officers were stripped of any significant individual power.

So that's a great starting point. Bullet proof no. Balanced with good protections, yes.

So here's the real issue. I think everyone agrees to put power in the hands of members and to keep the "bad guys" out. And there's no one against making it as fair and foolproof as possible. I think the place this conversation gets complicated and begins getting confused is HOW you reasonably do what is being suggested. Good points are raised here - have members own it. I like it. But how? We need to go through steps 2-80 to make sure it works - and then along that course you'll also see how many people start to not agree with you. And I think that's where some of the posters are cautioning.

I like the message and the thought. It's not the issue that I think needs debate, it's the process. Let's get some ideas on that. I saw mentioned of having members at board meetings, not a problem, but when the reality of how to do that was raised, someone jumped on the person trying to explain why that doesn't work. Let's not do that.

Just like everything else that seems so easy, but is actually quite difficult... We all agree on cleaner air, we don't agree on how hard to work to get there. We all agree on not letting bad people have guns, but we don't agree on gun control. the list goes on forever. We're all agreeing on clean air and keeping guns in the hands of the bad guys, but I think the process is the tough part. I like the discussion, but let's move it to step 2 and talk about how. That's why you'll see people begin to disagree with you. That's the tough part. And then when you open it to 2500 members, THEN you'll see why you need a smaller group to do it.

Good conversation. Just want to foster a productive discussion and provide some detail that I think will make a difference.

SNKEBIT

01-13-2014, 07:31 AM

If somebody does a good job at national level and members are happy, why would you get rid of them if they're willing to keep doing it? That is just plain stupid. There are not enuff people out there with the needed time to spare from their daily "real" lives to devote all the time needed to run this club. It's a car club, not a professional political job.
I also agree that the voting for the national positions should be held through electronic ballot, by the members, if you don't vote, you can't bitch. If you aren't computer literate,,, get with the program. The world is changing, you need to get on board. Same process that works for our local region.

AZTVR

01-13-2014, 07:44 AM

Some of the responses to luc's original questions seem self-serving. The most egregious is the comment on term limits. Why should the current BOD care if there are term limits?

And I would add that I believe that the most sensical comments made by Alex are about term limits. In a social club, I agree that it is NOT a good idea to have term limits when you have 40 elected people electing the national officers. I do agree that the pool of willing candidates is likely very small, Who in their right mind would want to volunteer to be a national officer? LOL ! I'd be very surprised that there are more than 10 in 3000 that would do it.

To cover the concerns of some, I do like the idea of having the capability of a recall, or vote of no confidence by members directly. Say that a vote would take the signing of a petition by 30% of the membership. The "signing" of which would have to be in writing by US mail so that it is not a cavalier clicking of a button on a computer. The petition is the responsibility of the petitioners. The vote to recall an officer would have to have 75% of the members mail paper ballots, and 60% of the ballots have to be in favor of the recall.

Now, consider, if tht had been in place at the VCA, would the former president of the VCA have been voted out of office? I doubt that enough members would have been interested in following through because, being a social club, it just doesn't impact their life in any significant way. It is not like a government that affects your taxes or laws.

Janni

01-13-2014, 07:48 AM

Re: "a regular member" can't be president. 100% wrong. Easiest path - run for local regional Pres. Then - you re automatically eligible for running for National President.

the first litmus test of leadership will be electability at the local level. Then - as President - you will be on the Board of Directors of the National club. At that point - you will work side by side with the voting team for National President. If you come in, and light the world on fire with leadership capabilities, good ideas, and take on the responsibility to implement them (and work well with the team) RUN and be elected. I think that is pretty straightforward. Elimination of the "middle management" layer fixed A LOT ofproblems with defining the eligible pool, allowing more member input, making the election process of the BoD fair- since no one is appointing a large majority of the board, etc.

It's about a one year investment. And it gives you time to settle in - learn who's who, have an understanding of the club (things like budget, current and future issues, fundraising, membership, etc) I think that's a pretty easy and definable path for a "regular member". I also think that having the larger board - who is WORKING together with all the candidates makes a more informed decision on the person's capabilities and style vs a popular vote (2 words for you - Barack Obama).

Remember- the members are electing 90% of the National Board DIRECTLY. And there is very little power difference between a Board member and a National Officer.

just an aside- Skeeter - have you spoken to Tony P on your bylaw recommendations? He's a good conduit and your direct representative on the National Board.

Janni

01-13-2014, 07:55 AM

I always get nervous when management feels the need to draft multi-page memos that opine in an effort to "educate" the masses. Simply put, by-laws are the operational doctrine that are intended to protect the organization against miscreants. Clearly the by-laws failed the VCA organization and over time contributed to the formation of the VOA. I think members have a legitimate right to ensure clarity and ultimately accountability here.

Some of the responses to luc's original questions seem self-serving. The most egregious is the comment on term limits. Why should the current BOD care if there are term limits? We all understand how difficult it is to get folks to volunteer for leadership positions in clubs and we appreciate the work that our club officers undertake. However, one crucial responsibility of any good leader is to develop a pipeline of talent that could be his/her replacement. Are you really suggesting that with 2500 global members (Smokn Tires number) there are no legitimate candidates to replace a small handful of officers? Really? The top 0.2% of the members are really that good or are the rest of us simply just inept and uninformed?

I personally believe there should be term limits and with a 2 year term the President should be limited to a single term for a volunteer club. Four years overseeing a volunteer club is a long time, more than four is simply unacceptable in my view.

Tend to agree with you. I had commented that when I ran the NC club - I "self term limited". Because no one wanted to run the club, I kept doing it. I believe that sometimes people don't want to step up because then it appears (at least locally) that they are saying they can "do a better job" than the current Pres. It's awkward. Having term limits eliminates that and forces folks to step up.

I am very hopeful that having 40 folks that are much more involved in the club will increase the potential pool of candidates for the national officers and encourage more folks to run (also having more folks will help with consistency - as it does take a few months just to get your feet under you....) So- I like term limits not because of the "bad" potential - but more because if forces change and makes people comfortable running without making it adversarial. (or appearing adversarial) But - the BoD felt that having 40 folks watching over the club, and being more involved, was a form of term limiting and didn't want to throw the baby out with the bath water. There are simply good arguments either way.

City

01-13-2014, 09:03 AM

Now, consider, if tht had been in place at the VCA, would the former president of the VCA have been voted out of office? I doubt that enough members would have been interested in following through because, being a social club, it just doesn't impact their life in any significant way. It is not like a government that affects your taxes or laws.

Excellent point! I believe some of the "involved" members in this thread are missing this point. The majority of club members simply enjoy membership from afar. They have little interest in local club "politics" and even less in "national". Thus the basis of decision making by representation. Going forward, there are NO appointed voting positions on the board. All the board members are elected locally and then vote on the national officers.

It sort of haunts me that VCA members (several years ago) either ignored or "lemmingly" supported By-Law changes that centralized virtually all decision making and authority in 4 national officers, yet when the VOA deliberately insures distribution of same among 40 elected region presidents, there is so much concern.

Not trying to disparage the conversation (which is excellent and welcome), but the juxtaposition of both club's intent and policy is mind boggling to me. Most likely MY problem rather that the participants in this thread, but folks should bear in mind that with such a large group of members, unless you design for anarchy, there will have to be compromise and SOME rules and regulations. Tying back to to AXTVR's quotation above, to design club By-Laws for the MOST drastic and catastrophic event seems useless (if not dangerous). Compromise is the path.

ViperTony

01-13-2014, 10:12 AM

Let's remember why Some of the present officers split from VCA and created this club. It was not because they reacted to a major issue between the VCA and regular members ( censorship could come to mind) but rather due to some serious issues and fighting BETWEEN the TOP of the VCA.
Sorry if some peoples don't like to hear the truth but it's exactly what happened..

I was there and that's not what happened at all. Far from it. Were you there? I don't recall seeing you on the board meetings or calls over the last 3 years. Were you there to see folks like Alex, Janni, Jim, Adrian, myself and many others who (at the bequest of the members) were trying to basically un-fck the mess that a host of induhviduals created that led the club to it's current status? You have no idea what transpired but I do. There was no fighting, certainly lots of debates, but no fighting at the top of the VCA. This is what the current leadership over there wants you to believe. These folks left BECAUSE they were indeed reacting/trying to fix major issues between the VCA and the membership for a VERY long time. And the membership, 1,300+/- supports them.

It's because of the direct involvement of the VOA membership that the VOA exists. It is because of the 30-40 VOA BOD members that we can have this dialogue out in public and have members help us make bylaws changes where appropriate. Threads are not being deleted or moved to the recycle bin. Club matters are not hidden from discussion. It's because of the VOA bylaws that membership can influence change without repercussions.

You weren't there Luc to witness what these folks went through to do the right things not for themselves but for the club so you cannot possibly know the 'Truth'.

ViperTony

01-13-2014, 10:48 AM

And I would add that I believe that the most sensical comments made by Alex are about term limits. In a social club, I agree that it is NOT a good idea to have term limits when you have 40 elected people electing the national officers. I do agree that the pool of willing candidates is likely very small, Who in their right mind would want to volunteer to be a national officer? LOL ! I'd be very surprised that there are more than 10 in 3000 that would do it.

To cover the concerns of some, I do like the idea of having the capability of a recall, or vote of no confidence by members directly. Say that a vote would take the signing of a petition by 30% of the membership. The "signing" of which would have to be in writing by US mail so that it is not a cavalier clicking of a button on a computer. The petition is the responsibility of the petitioners. The vote to recall an officer would have to have 75% of the members mail paper ballots, and 60% of the ballots have to be in favor of the recall.

Now, consider, if tht had been in place at the VCA, would the former president of the VCA have been voted out of office? I doubt that enough members would have been interested in following through because, being a social club, it just doesn't impact their life in any significant way. It is not like a government that affects your taxes or laws.

I like the idea of a recall. However, whether or not such a measure is effective depends on how much of the membership actually participates in it. I've always believed that a 1/3 of the membership pays close attention to club business, another 1/3 doesn't pay attention and the rest just wants to cruise and enjoy club perks. I fear we'd never get a 60% response rate let alone 60% in favor of a Yay or Nay on such a matter.

However, the By Laws provides for a fail safe for officer removal. Something that did not exist in the other club which rendered bod's cuckold when it came to trying to remove an officer. They simply couldn't do it. Here, we can and it's up to the 30-40 BOD members to make it happen if a situation warrants it. Each region president has a say in the matter. That never existed in the past. I hope we never have a need for this here but we do have the following:

Section 8 Removal of a National Officer

Any National Officer may be removed at any regular or special meeting of the National Board by a
two-thirds majority vote of the full National Board. Proxies may be used. Before such action, the
National Officer in question shall be notified by certified mail of the pending action. The National
Officer shall be given thirty (30) days to respond to the National Office who shall provide all
Board members with copies of the response.

Prior to any action by the Board, the affected National Officer may request a hearing before the
Board. If such request for hearing is not received within the specified thirty (30) day period, it shall
be assumed that no hearing is desired and the Board is free to act. A hearing may also be conducted
via teleconference at the Board 's discretion. All actions regarding removal by the Board are final.

luc

01-13-2014, 10:49 AM

it seems to be a large consensus that members should be able to have more direct control of their club but the issues appear to be the "how"

1/ National officers election:
In this day and age there is valid reason not to have an electronic ballot for all the members. As a matter of fact to log on this website, you need a password.
There should be no quorum or minimum numbers or voters for the election to be valid. If only 5% of members care enough to vote, be it. the Other 95% got a chance and did not exercise their right
All candidates should have equal access to members, being through email and/or a dedicated forum on this website.

2/ Bylaws
Some revisions/modifications seems appropriate. members should be able to propose change and with a minimum % of members, change the bylaws.
Should this number be 20% or more, i have no idea but i believe that a consensus could be reached here

3/ Recall
Same than #2. Members should be able to recall officers. Need to agree on a minimum % of members.
As in #1, the recall proponents (and those against it) need to be able to voice their opinion in a special section of this forum

4/ Executive Session
This one is a tough one. What about having to publicly list the reasons for the closed door meeting and have a mandatory transcript of such session published with a time delay. (1 year? ,2 year?)

5/ Terms Limit
Obviously there is pro and con and this issue.
The con are always the same, hard to find good peoples, etc
Maybe the answer lie within the reasons why terms limits have been enacted, John Adams said, “Without [term limits] every man in power becomes a ravenous beast of prey”
Without going so far, there is no doubt that the best way to bring new ideas and new faces is for sure with term limit

Granger73

01-13-2014, 12:33 PM

I have no issue with the term limits. I know it's tough to get folks involved. I say no term limits unless the individual up for re-election refers to himself as a tireless, unappreciated volunteer.

City

01-13-2014, 01:40 PM

it seems to be a large consensus that members should be able to have more direct control of their club but the issues appear to be the "how"

This illustrates part of the problem. It may well be that most members want more control of the club, but there is absolutely NO "large consensus here". There is discussion among maybe 20 members and there are even those in this small group that disagree with the apparent majority opinion or don't think it a substantive issue. If we could hear the opinion of every region president on this subject we WOULD have at least a representation of a "large consensus". To a small extent, your presumptive conclusion is what caused the problem at the club from whence we came. (Sorry but I so seldom get to actually write and use the word whence :D)

Bill Pemberton

01-13-2014, 02:48 PM

I think the bulk of the folks here are way more open and optimistic, and the reality that procedures and by laws are being discussed and worked on with 40+ folks is heartening. Sure things can go wrong
in life, but the fact that this entire discussion is continuing, and politely so, and the person initiating this thread is not even a member, should give everyone pause to realize how wonderfully transparent
the Board is willing to be!!

Viper Bill

01-13-2014, 03:37 PM

Well said Bill!!!

Granger73

01-13-2014, 03:44 PM

Trying to work up an acceptable solution if there even is one. How many members do not have an email address?

mendler23

01-13-2014, 06:13 PM

Trying to work up an acceptable solution if there even is one. How many members do not have an email address?

Quite a few may have one that they put in for registration but simply do not use (or they've forgotten about it). Online polls will only favor the vocal minority that is constantly online vs the actual majority of VOA members, who are generally going to be silent and relying on their president to handle their business. Letting the presidents have more of a say (even the ultimate say) is a HUGE step forward and if you have confidence in your regional president, you should feel comfort in that someone holds your interests as their own. If you feel that there needs to be changes with something in the club.... I highly recommend running for a position. If your ideas are what most of the members want, then you will be elected and the changes you want will happen. Simple. It is the whole reason we have officers - to make the best decisions for their region and to be more in tune with their membership than a national board could ever be.

Granger73

01-13-2014, 07:50 PM

. I highly recommend running for a position. If your ideas are what most of the members want, then you will be elected and the changes you want will happen. .

Since I have elected not to run for a position to help draft some meaningful bylaws, (I prefer bottom up to top down) I will do as you imply, and keep my recommendations and comments to myself. Unfortunately the 40 available positions are already taken, so I guess I'll have to wait until election time comes about. Hopefully that won't be too late. Im glad you helped me see the light, as I was just getting started.

mendler23

01-13-2014, 08:06 PM

I'm not saying keep recommendations to yourself, definitely make sure your president is aware of your requests and, even then, you can still voice them on the forums... but don't realistically think that a request from a handful of members (and/or potential members) should be put to a vote of two thousand people. The regional channels are a very simple way to let everyone have a voice without the cacophony of the loudest minority dominating conversations.

AZTVR

01-14-2014, 08:31 AM

I will do as you imply, and keep my recommendations and comments to myself.

Thanks !!! At least that will cut down the amount of time I spend reading posts a little bit ! LOL !

City

01-14-2014, 08:49 AM

Quite a few may have one that they put in for registration but simply do not use (or they've forgotten about it). Online polls will only favor the vocal minority that is constantly online vs the actual majority of VOA members, who are generally going to be silent and relying on their president to handle their business. Letting the presidents have more of a say (even the ultimate say) is a HUGE step forward and if you have confidence in your regional president, you should feel comfort in that someone holds your interests as their own. If you feel that there needs to be changes with something in the club.... I highly recommend running for a position. If your ideas are what most of the members want, then you will be elected and the changes you want will happen. Simple. It is the whole reason we have officers - to make the best decisions for their region and to be more in tune with their membership than a national board could ever be.
Not only is this spot on, but it's concise! Nice job Mendler!

Shooter

01-14-2014, 10:31 AM

plumcrazy

01-14-2014, 02:44 PM

i wish the presidents would chime in.........

City

01-14-2014, 04:28 PM

I appreciate the intent of having the presidents represent their regions. Unfortunately, I am not convinced all region presidents are up to the task and therefore am not confident you'll get reasonable representation of member's views by listening only to them. Regardless, those are the rules as they exist today and those are the rules under which we all became members. So with that, I'll join Granger73 and save AZTVR (and others) from having to read any more posts.
Never take forum comments to heart COI.

ViperTony

01-14-2014, 05:18 PM

One thing that became clear to me as I re-read this thread is that we need a process for soliciting and collecting by-law changes/ideas. A mechanism. Certainly, reaching out to a regional president is one mechanism. I'm thinking we have a ByLaws Discussion sub-forum to capture these bylaw ideas and discussions. The bylaw committee can also periodically review the discussions, chime in, and discuss said ideas in committee, report back progress/results, etc. I know the bylaw committee is being formed (try volunteering for the committee, great and direct way to help) and they will need some kind of mechanism to foster dialogue around bylaws, this may help.

Shooter

01-20-2014, 09:39 AM

ViperTony

01-20-2014, 09:43 AM

Janni is the contact. Give her a shout.

Janni

01-20-2014, 10:34 AM

I have some volunteers- I'll be asking on the forums for more - hopefully this week (work issues have me scrambling this week)

Trying to keep this as a manageable size team to meet via conference call - I would say a max is 8. So 3 more members should be the number I am shooting for.

Please stay tuned- it's definitely on my radar as we want to have a review / first revision by end of this quarter. Sorry for the delay - the past couple weeks have been a little nutso personally for me.

BlknBlu

01-20-2014, 11:24 AM

If we get a lot of volunteers, we should possibly have more of an interview process to get the best possible folks involved. It is great to see folks stepping up.

Bruce

Coloviper

01-21-2014, 09:03 AM

All comes down to money. New VOA is not a competing business against supporting vendors and most all efforts are volunteer. I say most as I assume there are some paid efforts that are being paid fairly for those efforts that would have to be third partied out of the club for those efforts anyway. I have no way of knowing this info but fair to assume it is the case.

THAT is the big difference here. Once old club became a big business with greedy and corrupt upper leadership then access to large sums of money created unique situation for people to take advantage of that situation and profit fairingly but in most cases unfairingly from that club.

VOA as is not going down that path and will be presenting all financials in a public setting either quarterly or yearly to the very club members that contributed to the membership as I understand it. Nothing to hide, 100% transparency!

So with the right leadership in place (check) and 100% transparency (check) with a current set of bylaws that do provide power to the regional presidents and zone directors NOT just the top 4 execs in the head office (check), what are people getting so worked up for?

While the bylaws are not perfect and the VOA through Janni, are putting a vehicle in place to have a constant active process towards bylaw debate and suggestions, it would seem the issues of the past are dealt with and being looked at to improve. The areas that plagued the old club are addressed already. So why the continued "glass is half empty" approach to viewing this? It is not the same situation as past club, as it is not a big business like before but a simple car club again and therefore it dies not require the exact same level of bylaw provisions. There is not a way for presidents, zone directors, execs in this new club to profit unfairingly in this club. 100% transparency ensures that coupled with the character of those at top here and their genuine intentions based upon all their uncompensated efforts to date.

I applaud the efforts that gave been put forth to date. Soon the days of yore and those concerns will be behind us all and time will heal all wounds. Let's face it, the old club had good times for all as well. It was when it went down a greed and power hungry tangent that it blew apart. Life happens, but it was the people in charge, at the very top, the four horsemen that pulled it down, not those others. But again, this is a different structure, club purpose and shared vision at VOA as opposed to the past. It is not same big business club, assets, etc so it is impossible to repeat the past.

Take away the access to money, profit unfairingly and that fixes most all of the situation.

But that is just my opinion!