The text below was e-mailed to Union members on Friday, September 7, 2012 for informational purposes.
In the interest of clarity, the Boston Cyclists Union Board of Directors is proposing an amendment to its bylaws that would make a small change to the process for choosing board members. Currently, a board selection committee carefully evaluates candidates and proposes a slate to the board of directors, which then approves the slate. The slate is then brought to the full membership for a vote at the annual meeting. Intended as a way for the membership to approve and affirm the board slate created and voted on by the board, the fact that it was arbitrarily termed an “election” in the bylaws has led to some confusion among candidates and members alike.
The Union’s original intent was to select its own board based on merit and need as opposed to candidate popularity, and given what is known about the traditions of other 501(c)(3) organization non-profit boards in this regard, the current board of directors has proposed eliminating the full membership vote on the board slate at the annual meeting, thus leaving board selection and voting in the hands of the Board of Directors.
To address the desire for input from members on the direction of the Union, the Union will embark on its first strategic planning process this fall and this process will offer opportunities for input from Union members and other stakeholders.
In accordance with Union bylaws, members must be notified no less than 14 days before the Board votes on an amendment. Notification is for informational purposes. The following amendments will be considered on Monday, September 24 and can be passed with an affirmative vote of two-thirds of the Directors present at the time of voting:
Existing: Article 3.02 ANNUAL MEETINGS. An annual meeting of the members of the Corporation shall be held within six (6) months after the close of each fiscal year upon the call of the President of the Board (President), or on such date as determined by the Board of Directors, at a place within the city of Boston. The first annual meeting of the members of the Corporation may be held within eight (8) months after the close of the fiscal year. Elections will be held at the annual meeting, subject to and in accordance with Section 4.03 below.
Proposed amendment: Eliminate final sentence, “Elections will be held at the annual meeting, subject to and in accordance with Section 4.03 below.”
Existing: Article 4.03 NOMINATIONS AND ELECTION. The President of the Board of Directors may annually appoint a director to serve as Chair of the Nominations Review Committee. The Nominations Review Committee will develop a process, gather nominations from the membership and present a slate of potential candidates inclusive of new candidates and existing Directors to serve on the Board. Directors shall be elected by the members at each annual meeting of the general membership. The Nominations Review Committee may also, by direction of the Board of Directors, identify candidates to fill vacancies created by Directors who have left the Board leaving unexpired terms of service. The Initial Board of Directors shall be the incorporators signing the Articles of Organization, subject to having not less than nine (9) incorporators. Initial Directors and the Officers from among the Initial Directors shall be elected by the incorporators at the first organizational meeting of incorporators.
Proposed amendment: Change ”Directors shall be elected by the members at each annual meeting of the general membership” to read “Directors shall be elected by the sitting board at a duly noticed board of directors meeting held between one and two months prior to the annual meeting.”
Existing: Article 4.09 DUTIES. The Board of Directors shall be the ultimate governing body of the Corporation and shall oversee the general business of the Corporation and establish administrative policies governing its affairs, and shall devise and develop means for the Corporation’s management, growth and development. The Board of Directors shall ensure the proper care of materials, equipment and funds of the Corporation for payment of legitimate expenses and shall ensure annual auditing and/or review of all books of account by a nonmember certified public accountant. The Board of Directors shall be the ultimate governing body with power to vote on and determine all matters except as otherwise expressly provided herein or as otherwise provided by any applicable law. Voting by general membership on matters other than election of Directors shall be only on such matters as brought before the membership by the Board of Directors.
Proposed amendment: Change “Voting by general membership on matters other than election of Directors shall be only on such matters as brought before the membership by the Board of Directors” to read “Voting by general membership shall be only on such matters as brought before the membership by the Board of Directors.”
Questions may be directed to Board President Noelle Janka at email@example.com