Questions on Bylaws

[luc]

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?

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

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

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?

Thank you

Luc. 00GTS

[slysnake]

Good questions. I think those are concerns as well.

[Viper Girl]

Someone will be here to answer ya Luc... Not sure if they will be here tonight, since it's kinda later for most of them on a Friday night.

[FLATOUT]

I'm with Luc on this one, some of those seem like carry overs from the old approach.

[Viper Girl]

In the mean time, this thread has a lot of info in it from Janni...

http://driveviper.com/forums/threads...ghlight=bylaws

[mauricev10]

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]

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]

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!]

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

[Granger73]

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]

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]

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]

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

Skeeter

[Viper Girl]

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]

and those Presidents take input from thier membership.

Bruce

[Hostile]

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]

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]

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]

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]

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.

That was my issue too and I started the call to change that, never thought that was right.

[MoparBoyy]

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]

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]

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.

[luc]

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]

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.