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Re: [CGWcostumers] Important information about the CGW Special Meeting of the...

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  • LoraleePage
    In looking at the term limits ( PRESIDENT AND TREASURER MAY HOLD THAT OFFICE, IF RE-ELECTED, FOR A MAXIMUM OF TWO CONSECUTIVE TERMS. ) I see ambiguity here
    Message 1 of 5 , Dec 12, 2012
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      In looking at the term limits ("
      1. PRESIDENT AND TREASURER MAY HOLD THAT OFFICE, IF RE-ELECTED, FOR A MAXIMUM OF TWO CONSECUTIVE TERMS.") 

        I see ambiguity here and that leaves it open to interpretation as to whether a person can serve in those positions for more than 4 non- consecutive years. I would like to see an additional phrase to remove that silence.( i.e. "there is no limit on number of terms a member may serve".). 


      Sent from my iPhone

      On Dec 10, 2012, at 6:34 PM, cra2@... wrote:

       

      Well done Committee people who worked so hard on the bylaws and standing rules revisions.  You did a great job and worked long and hard, and it shows.
       
      I have 3  areas of concern up for discussion.  All comments will be appreciated!
       
      1.  Compensation to Board Members. 
       
      This is not standard Non-Profit Corp. language.  No other non-profit that I have been a member of allows compensation to Board Members.  Many have in their by-laws that a Board Member CANNOT be compensated, so for example, the accountant who volunteers his time as a Board Member and serves as treasurer cannot also prepare the annual tax return and be paid for it.  An outside firm, usually chosen from at least three proposed entities, is chosen for any work which needs to be paid for.  I am an attorney and can offer free advice as requested, but cannot charge for my professional services to any of the three boards which I serve at present.
       
      I am guessing that this provision is there to allow the partial or full reduction in Costume College registration fees allowed to faculty members, and that the reduction is in the same proportion for Board Members as non-board members.  If this is correct, and this is the only time Board Members are paid for their services, maybe we can have more limiting language.
      If this is not correct, I would appreciate more intromission and examples of kinds of compensation Board Members are paid.  I am NOT asking for specific names and amounts, only what types of activity constituted viable "compensation" work and approximately how much we paid for such services.  (For example, X type of work compensated at $12.00 per hour.)
       
      If, for example, a Board Member was paid for working on or creating the website, there should be at least three bids from qualified persons, on or off the board, before the contract is granted, and the Board Member could not be present for the discussion or vote on that contract because of conflict of interest.  When this is clarified, if that sort of provision is applicable, I would like to see it included.
       
      Reimbursement for gas, parking, registration fees at events attended on behalf of or as a representative of CGW would not be considered compensation normally, but expense reimbursement.  I don't know how or if there is any kind of hotel reimbursement to CGW members for attending events on behalf of CGW.
       
      2.    Annual Meeting Date:
       
        a.  We should be open to the fact that any change may have to be revisited depending on the number of people we get at the meeting in October.  Also, October is a big costuming month and it may be hard for people to take the time for a meeting that month.  I assume that the out-of-town members who come to CoCo have already indicated that changing the date away from the end of CoCo is okay with them?  I absolutely appreciate the comments in the proposals about how hard it is to have the meeting at the end of CoCo and confess to having skipped the meeting myself the last few years, but do not want to disenfranchise those who have to travel far and cannot do it twice a year.
       
      b.  Are there appointments and work for Costume College that will be affected by appointments being made by the Board  part way through the year-of-preparation for the next CoCo? 
       
      c.  We do not want a brand new board to also be responsible for creating the new budget beginning with its term, as they will not have the knowledge necessary for its creation, so I am assuming the outgoing board would be creating the budget before the next fiscal year.  This means that the BoD creating a budget will not be the BoD using that budget.   Should the election or the budget year be changed so that the Board creating the budget will have to abide by it for at least part of a year?  And see below about longer, staggered terms for BoD.
       
      3.    Terms of BoD.
       
          Staggered, longer terms.  If people are willing to serve 2-year  or even 3-year terms, my belief is that the organization would benefit by having only one-half or one-third of the Board membership changed every year.  This gives continuity.  I know we had a history of "election for life," but we may have over-reacted when we cleaned house.  If people would be willing to commit to a 2 or 3 year period from the outset, we could divide the board into A's, B's, (C's) and only half or a third would change every year.  There could still be a limit on just 2 terms per person (4 or 6 years), with at least a one year period off the board before they can be re-elected.  I don't believe there is any statement about the length of time a person must be off the board before being re-elected in the bylaws at present or as suggested.
       
          Term of President. 
       
      a.    It is a good idea to require that the President have served at least one year on the Board within the past (X-pick a number) years before his or her election.  Using (X), a President who had been on the Board but not in the past year could still be elected.
       
      b.    We might consider allowing the President to have more than 4 years total together, since the term of President for 2 years means that a BoD member must jump from zero to president in only two years.  This does not allow for much board development of board members.  Some organizations extend the allowable term for the President if he/she is elected to a multi-year term in their last year of eligibility.
       
      Thanks again to everyone who worked so hard on this issue!
       
       
      Cheryl Avirom
       
       
      Cheryl R. Avirom
      attorney at law
      A PROFESSIONAL CORPORATION
      440 REDONDO AVENUE, SUITE 202
      LONG BEACH, CALIFORNIA 90814

      (562) 434-8464
      (562)434-1225 FAX
       
       
      Confidentiality Notice: The within electronic transmission and its attachments contain confidential information belonging to the sender which is legally privileged. The information therein is intended only for the use of the named recipient. You are hereby notified that any disclosure, copying, distribution, or the taking of any action in reliance on the contents of this electronic transmission is strictly prohibited. Nothing in this transmission is intended as legal advice. If you have received this transmission in error, please immediately notify the sender by telephone. Thank you.

    • colleency
      Our attorney has given us information on why the Compensation to Board Members clause is included in our Bylaws: When the CGW was applying for tax exempt
      Message 2 of 5 , Dec 26, 2012
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        Our attorney has given us information on why the Compensation to Board Members clause is included in our Bylaws:

        When the CGW was applying for tax exempt status in 2006, the compensation section was added upon recommendation of my colleague Anita Pelletier. Ms. Pelletier has advised hundreds of non-profit organizations, as this is her specialty in our firm. The compensation section is one that the IRS would expect to see in an applicant's by-laws. It permits, but does not require, reasonable compensation of officers under specified terms. It expressly denies compensation to directors (except for actual out-of-pocket expenses). I understand the CGW does not compensate its officers, although persons who teach at Costume College receive a discount in their Costume College attendance fee. Some of these teachers are officers and/or directors, but none is compensated for performing duties as an officer or director... Since the CGW does not compensate its officers, it could delete the language permitting such, but I see absolutely no harm in leaving it in... Anita and I are aware of and have represented non-profits who compensate their officers. In sum, this is standard language, authorizes but does not require compensation of officers, and expressly does not permit compensation of directors.

        --- In CGWcostumers@yahoogroups.com, cra2@... wrote:
        >
        > Well done Committee people who worked so hard on the bylaws and standing
        > rules revisions. You did a great job and worked long and hard, and it shows.
        >
        > I have 3 areas of concern up for discussion. All comments will be
        > appreciated!
        >
        > 1. Compensation to Board Members.
        >
        > This is not standard Non-Profit Corp. language. No other non-profit that I
        > have been a member of allows compensation to Board Members. Many have in
        > their by-laws that a Board Member CANNOT be compensated, so for example, the
        > accountant who volunteers his time as a Board Member and serves as treasurer
        > cannot also prepare the annual tax return and be paid for it. An outside
        > firm, usually chosen from at least three proposed entities, is chosen for any
        > work which needs to be paid for. I am an attorney and can offer free
        > advice as requested, but cannot charge for my professional services to any of the
        > three boards which I serve at present.
        >
        > I am guessing that this provision is there to allow the partial or full
        > reduction in Costume College registration fees allowed to faculty members, and
        > that the reduction is in the same proportion for Board Members as non-board
        > members. If this is correct, and this is the only time Board Members are
        > paid for their services, maybe we can have more limiting language.
        > If this is not correct, I would appreciate more intromission and examples
        > of kinds of compensation Board Members are paid. I am NOT asking for
        > specific names and amounts, only what types of activity constituted viable
        > "compensation" work and approximately how much we paid for such services. (For
        > example, X type of work compensated at $12.00 per hour.)
        >
        > If, for example, a Board Member was paid for working on or creating the
        > website, there should be at least three bids from qualified persons, on or off
        > the board, before the contract is granted, and the Board Member could not be
        > present for the discussion or vote on that contract because of conflict of
        > interest. When this is clarified, if that sort of provision is applicable,
        > I would like to see it included.
        >
        > Reimbursement for gas, parking, registration fees at events attended on
        > behalf of or as a representative of CGW would not be considered compensation
        > normally, but expense reimbursement. I don't know how or if there is any kind
        > of hotel reimbursement to CGW members for attending events on behalf of CGW.
        >
        > 2. Annual Meeting Date:
        >
        > a. We should be open to the fact that any change may have to be
        > revisited depending on the number of people we get at the meeting in October. Also,
        > October is a big costuming month and it may be hard for people to take the
        > time for a meeting that month. I assume that the out-of-town members who
        > come to CoCo have already indicated that changing the date away from the end
        > of CoCo is okay with them? I absolutely appreciate the comments in the
        > proposals about how hard it is to have the meeting at the end of CoCo and confess
        > to having skipped the meeting myself the last few years, but do not want to
        > disenfranchise those who have to travel far and cannot do it twice a year.
        >
        > b. Are there appointments and work for Costume College that will be
        > affected by appointments being made by the Board part way through the
        > year-of-preparation for the next CoCo?
        >
        > c. We do not want a brand new board to also be responsible for creating
        > the new budget beginning with its term, as they will not have the knowledge
        > necessary for its creation, so I am assuming the outgoing board would be
        > creating the budget before the next fiscal year. This means that the BoD
        > creating a budget will not be the BoD using that budget. Should the election or
        > the budget year be changed so that the Board creating the budget will have to
        > abide by it for at least part of a year? And see below about longer,
        > staggered terms for BoD.
        >
        > 3. Terms of BoD.
        >
        > Staggered, longer terms. If people are willing to serve 2-year or
        > even 3-year terms, my belief is that the organization would benefit by having
        > only one-half or one-third of the Board membership changed every year. This
        > gives continuity. I know we had a history of "election for life," but we
        > may have over-reacted when we cleaned house. If people would be willing to
        > commit to a 2 or 3 year period from the outset, we could divide the board into
        > A's, B's, (C's) and only half or a third would change every year. There
        > could still be a limit on just 2 terms per person (4 or 6 years), with at
        > least a one year period off the board before they can be re-elected. I don't
        > believe there is any statement about the length of time a person must be off
        > the board before being re-elected in the bylaws at present or as suggested.
        >
        > Term of President.
        >
        > a. It is a good idea to require that the President have served at least
        > one year on the Board within the past (X-pick a number) years before his or
        > her election. Using (X), a President who had been on the Board but not in
        > the past year could still be elected.
        >
        > b. We might consider allowing the President to have more than 4 years
        > total together, since the term of President for 2 years means that a BoD
        > member must jump from zero to president in only two years. This does not allow
        > for much board development of board members. Some organizations extend the
        > allowable term for the President if he/she is elected to a multi-year term in
        > their last year of eligibility.
        >
        > Thanks again to everyone who worked so hard on this issue!
        >
        >
        > Cheryl Avirom
        >
        >
        > Cheryl R. Avirom
        > attorney at law
        > A PROFESSIONAL CORPORATION
        > 440 REDONDO AVENUE, SUITE 202
        > LONG BEACH, CALIFORNIA 90814
        >
        > (562) 434-8464
        > (562)434-1225 FAX
        >
        >
        > Confidentiality Notice: The within electronic transmission and its
        > attachments contain confidential information belonging to the sender which is
        > legally privileged. The information therein is intended only for the use of the
        > named recipient. You are hereby notified that any disclosure, copying,
        > distribution, or the taking of any action in reliance on the contents of this
        > electronic transmission is strictly prohibited. Nothing in this transmission is
        > intended as legal advice. If you have received this transmission in error,
        > please immediately notify the sender by telephone. Thank you.
        >
      • colleency
        The Bylaws Committee took a look at the Maximum terms clause again: The committee strove to eliminate unnecessary or repetitive language whenever possible.
        Message 3 of 5 , Dec 26, 2012
        • 0 Attachment
          The Bylaws Committee took a look at the Maximum terms clause again:

          The committee strove to eliminate unnecessary or repetitive language whenever possible. The passage in question, "President and Treasurer may hold that office, if re-elected, for a maximum of two consecutive terms" says no more nor less than is required, under the English constitutional principle "That which is not expressly forbidden is allowed." If the passage read instead "no more than two consecutive terms," then a former holder of one of those offices would be precluded from doing so again, but the absence of such a statement allows the possibility of a return to the former office after a successor's term has expired.

          An outgoing President or Treasurer may, after a successor's term has expired, be elected to that office again. However, as explained above, the proposed stipulation in fact allows that very possibility.

          Thanks!

          --- In CGWcostumers@yahoogroups.com, LoraleePage <loraleepage@...> wrote:
          >
          > In looking at the term limits ("
          > PRESIDENT AND TREASURER MAY HOLD THAT OFFICE, IF RE-ELECTED, FOR A MAXIMUM OF TWO CONSECUTIVE TERMS.")
          >
          > I see ambiguity here and that leaves it open to interpretation as to whether a person can serve in those positions for more than 4 non- consecutive years. I would like to see an additional phrase to remove that silence.( i.e. "there is no limit on number of terms a member may serve".).
          >
          >
          > Sent from my iPhone
          >
          > On Dec 10, 2012, at 6:34 PM, cra2@... wrote:
          >
          > > Well done Committee people who worked so hard on the bylaws and standing rules revisions. You did a great job and worked long and hard, and it shows.
          > >
          > > I have 3 areas of concern up for discussion. All comments will be appreciated!
          > >
          > > 1. Compensation to Board Members.
          > >
          > > This is not standard Non-Profit Corp. language. No other non-profit that I have been a member of allows compensation to Board Members. Many have in their by-laws that a Board Member CANNOT be compensated, so for example, the accountant who volunteers his time as a Board Member and serves as treasurer cannot also prepare the annual tax return and be paid for it. An outside firm, usually chosen from at least three proposed entities, is chosen for any work which needs to be paid for. I am an attorney and can offer free advice as requested, but cannot charge for my professional services to any of the three boards which I serve at present.
          > >
          > > I am guessing that this provision is there to allow the partial or full reduction in Costume College registration fees allowed to faculty members, and that the reduction is in the same proportion for Board Members as non-board members. If this is correct, and this is the only time Board Members are paid for their services, maybe we can have more limiting language.
          > > If this is not correct, I would appreciate more intromission and examples of kinds of compensation Board Members are paid. I am NOT asking for specific names and amounts, only what types of activity constituted viable "compensation" work and approximately how much we paid for such services. (For example, X type of work compensated at $12.00 per hour.)
          > >
          > > If, for example, a Board Member was paid for working on or creating the website, there should be at least three bids from qualified persons, on or off the board, before the contract is granted, and the Board Member could not be present for the discussion or vote on that contract because of conflict of interest. When this is clarified, if that sort of provision is applicable, I would like to see it included.
          > >
          > > Reimbursement for gas, parking, registration fees at events attended on behalf of or as a representative of CGW would not be considered compensation normally, but expense reimbursement. I don't know how or if there is any kind of hotel reimbursement to CGW members for attending events on behalf of CGW.
          > >
          > > 2. Annual Meeting Date:
          > >
          > > a. We should be open to the fact that any change may have to be revisited depending on the number of people we get at the meeting in October. Also, October is a big costuming month and it may be hard for people to take the time for a meeting that month. I assume that the out-of-town members who come to CoCo have already indicated that changing the date away from the end of CoCo is okay with them? I absolutely appreciate the comments in the proposals about how hard it is to have the meeting at the end of CoCo and confess to having skipped the meeting myself the last few years, but do not want to disenfranchise those who have to travel far and cannot do it twice a year.
          > >
          > > b. Are there appointments and work for Costume College that will be affected by appointments being made by the Board part way through the year-of-preparation for the next CoCo?
          > >
          > > c. We do not want a brand new board to also be responsible for creating the new budget beginning with its term, as they will not have the knowledge necessary for its creation, so I am assuming the outgoing board would be creating the budget before the next fiscal year. This means that the BoD creating a budget will not be the BoD using that budget. Should the election or the budget year be changed so that the Board creating the budget will have to abide by it for at least part of a year? And see below about longer, staggered terms for BoD.
          > >
          > > 3. Terms of BoD.
          > >
          > > Staggered, longer terms. If people are willing to serve 2-year or even 3-year terms, my belief is that the organization would benefit by having only one-half or one-third of the Board membership changed every year. This gives continuity. I know we had a history of "election for life," but we may have over-reacted when we cleaned house. If people would be willing to commit to a 2 or 3 year period from the outset, we could divide the board into A's, B's, (C's) and only half or a third would change every year. There could still be a limit on just 2 terms per person (4 or 6 years), with at least a one year period off the board before they can be re-elected. I don't believe there is any statement about the length of time a person must be off the board before being re-elected in the bylaws at present or as suggested.
          > >
          > > Term of President.
          > >
          > > a. It is a good idea to require that the President have served at least one year on the Board within the past (X-pick a number) years before his or her election. Using (X), a President who had been on the Board but not in the past year could still be elected.
          > >
          > > b. We might consider allowing the President to have more than 4 years total together, since the term of President for 2 years means that a BoD member must jump from zero to president in only two years. This does not allow for much board development of board members. Some organizations extend the allowable term for the President if he/she is elected to a multi-year term in their last year of eligibility.
          > >
          > > Thanks again to everyone who worked so hard on this issue!
          > >
          > >
          > > Cheryl Avirom
          > >
          > >
          > > Cheryl R. Avirom
          > > attorney at law
          > > A PROFESSIONAL CORPORATION
          > > 440 REDONDO AVENUE, SUITE 202
          > > LONG BEACH, CALIFORNIA 90814
          > >
          > > (562) 434-8464
          > > (562)434-1225 FAX
          > >
          > >
          > > Confidentiality Notice: The within electronic transmission and its attachments contain confidential information belonging to the sender which is legally privileged. The information therein is intended only for the use of the named recipient. You are hereby notified that any disclosure, copying, distribution, or the taking of any action in reliance on the contents of this electronic transmission is strictly prohibited. Nothing in this transmission is intended as legal advice. If you have received this transmission in error, please immediately notify the sender by telephone. Thank you.
          > >
          >
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