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Re: Important information about the CGW Special Meeting of the...

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  • 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 1 of 5 , Dec 26, 2012
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      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
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      > > LONG BEACH, CALIFORNIA 90814
      > >
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