Proposed Bylaw Changes

[wdln]

Frank and I have finally completed an exhaustive revision of the MIJC bylaws. The purpose of the revision was to eliminate some out-of-date items, specify and flesh out some operational duties for officers and the webmaster, fix some procedural inconsistencies and typos, and generally match the bylaws to the way that club currently exists. For example, the Illinois Four Wheel Drive Association no longer exists, so that language and appointed delegate has been excised. Another example... unexpected officer vacancies were addressed in two different sections, with two different procedures: one specified that the Board would appoint a new officer, the other specified a special club vote. So there were some genuine problems to fix, but we also added new language to address other situations as well. The current bylaws were initially adopted in 2001 with some minor changes in 2004.

We've been working on this for a number of months, and we feel like we've pretty much hit the nail on the head with these changes. But I would encourage you to discuss ramifications of the proposed changes here in this forum. From here, the procedure will be as follows:

1. 1. Hard copies of the proposed changes will be distributed at the April 2nd meeting to those in attendance. Discussion of anything brought up here in the forum along with any new issues will occur at that time.

• 2. As per the current bylaws (which we are bound to until we change them), we will vote the changes in or out at the May 7th meeting. A 2/3 majority vote is required to pass the changes.

• 3. If we vote to reject the changes, we'll go back to the drawing board using the feedback we get from the club to draw up some revisions.

• 4. If we vote to approve the changes, it is our (Frank's and my) recommendation that we spend a few bucks to have the club's lawyer spend an hour reviewing the bylaws to make sure that we're not stepping in any legal potholes. This is for all of our protection. We'll approve this expense by a vote at the May meeting. It would likely be comparable to our yearly incorporation cost, which is not much.

• 5. If that goes well, we're finished. If not, we'll modify them again with the lawyer's suggestions and start the procedure over again.

As you are reviewing the proposed changes, let me re-iterate that it is not our intent to complicate the rules. We simply want the bylaws to match what we actually do, as well as lay out some clear frameworks for some rare (but possible) "what-if" situations that were either unaddressed or unclear in the current version.

It was my plan to post the bylaw text directly into the forum, but the forum does not support strikethrough text and it would be far too difficult to recreate the document the way it currently appears in Word. So I've provided a link to a PDF file you can review. The original text is in black, the blue strikethrough text is original wording that we propose deleting, and the red text represents proposed additions.

If you post comments here, please refer to the section you are commenting on; for example, 10.C.2 would be the item indicating what years the Vice President, Treasurer and Safety Director are elected in.

Thank you.

[Duke Winch]

"The aforementioned bylaws ere initially adopted on December 8, 2001."

Is this Olde English or something? or another typo that needs to be changed?


Though I didn't vet everytime they were used, the terms "shall" and "should" have very specific meanings in legalez. "Shall" gives you no choice and you must comply. "Should" means you have no choice except when an unusual set of circumstances warrants another course of action. The term "May" gives the the reader the option to decide his own course of action.

May, want to check for that usage.

[wdln]

That error was in the original text; I just added the "w" in my copy to make it "were".

As for the shall/should/may stuff, I think we got it the way we wanted it, but I'll check again. There are some things where you don't have a choice but others are optional. We also used the word "will", which is similar to "shall" in terms of enforcement.

[DrDirt]

I submit the following suggestions/changes for your review:

Article 3 – Membership and Dues
G. First time applications interested in the Club and participate for free for their first
activity or trail ride with the Club.

Comment/Suggestion: 1. Should the 'applications' be 'applicants'? 2. Should 'and' be 'may'?

Article 4 – Meetings
C. All major Club decisions shall be made during Club meetings by majority vote of the
membership present for the vote, whenever possible. Major decisions include expenditure
of funds for food during a Club event, location and date for the annual dinner, changes of
the date of major events, etc.

Comment/Suggestion: 1.Shouldn't these kind of decisions always require a membership vote, rather than 'whenever possible'? 2. The way 4C is stated, the only major decisions include those listed. Shouldn't a ',but not limited to' be inserted?

Article 7 – Administration and Officers
B.
2. There is no term limit for the Webmaster, but the position must be voted on when
there is a change in the membership of the Board of Directors, if the Webmaster
leaves the club, resigns from the position, or of the members of the Club have voted
for a change of Webmaster (which then must still be voted on by the Board of
Directors).

Comment/Suggestion: 1. Since the Board of Directors could change after each yearly election, the Webmaster would have to be voted on each year. Is that what you want? 2. Should 'of' be 'if'?

3. Appoint replacement officers in the event of vacancy. [EDITOR’S NOTE: This is in
conflict with the procedures outlined in section 10.F, where a replacement will be filled
by general election of the club.]
4. Appoint temporary offices/chairpersons in the event of an absence.

Comment/Suggestion: IF item 3 is in conflict, isn't item 4 in conflict also?

H. Safety Director duties are:
4. Develop a standard safety plan, in case of emergency, which will be available for
review at the trailhead before an event. The Safety Director does not need not attend each event to present a safety plan but does need to ensure a plan is
published (on the Club website) for review by the members present at each event.

Comment/Suggestion: I know Frank talks like this, but double negative is confusing!

Article 10 – Election of Officers
C. The nominations for the elected offices shall be held in the last quarter of the year as
determined by the Club officers.

Comment/Suggestion: This item C is not needed with the prooposed change made to item 10B. The first item 10C (listed ahead of this one) is still applicable.

F. In the event of a vacancy of an office, there will be a special election at a Club meeting
to fill that position. A special election will be conducted at the next Club meeting, and
vote will elect a new officer by majority vote of the membership present for the vote.
Nominations will be conducted on the website discussion forum prior to the meeting,
ideally no less than two weeks before the Club meeting. This process will be used to
ensure any vacated office position will be filled as rapidly as possible.

Comment/Suggestion: The proposed change is pretty loose. Couldn't the item state, ' To ensure a vacated office position is filled as soon as possible, a special election will be conducted at a Club meeting designated by the Board of Directors. The new officer(s) will be elected by a majority vote of the membership present at that meeting. Nominations will be conducted on the website discussion forum prior to the meeting, and closed at the meeting designated by the Board of Directors.'

Submitted by the Law Office of Dr. Dirt

[wdln]

Article 3 – Membership and Dues
G. First time applications interested in the Club and participate for free for their first
activity or trail ride with the Club.

Comment/Suggestion: 1. Should the 'applications' be 'applicants'? 2. Should 'and' be 'may'?

Agreed... this was a typo in the original text that we missed in the revisions.

Article 4 – Meetings
C. All major Club decisions shall be made during Club meetings by majority vote of the
membership present for the vote, whenever possible. Major decisions include expenditure
of funds for food during a Club event, location and date for the annual dinner, changes of
the date of major events, etc.

Comment/Suggestion: 1.Shouldn't these kind of decisions always require a membership vote, rather than 'whenever possible'? 2. The way 4C is stated, the only major decisions include those listed. Shouldn't a ',but not limited to' be inserted?

We felt it was important to be able to retain the ability to make decisions at the executive board level, in the absence of a well-timed meeting. We're voted in and trusted by the club and although of course we would get any decision approved by the club "whenever possible", there are times when there isn't time to get those decisions approved at a meeting. This happened once last year with an event where I simply forgot to bring something up at the meeting prior to the event... it was something we've always provided food for, so the board approved it. Again... we're just trying to bring the bylaws in line with the reality of the way the club operates.

As for the addition of but not limited to to the text, I would support that change.

Article 7 – Administration and Officers
B.
2. There is no term limit for the Webmaster, but the position must be voted on when
there is a change in the membership of the Board of Directors, if the Webmaster
leaves the club, resigns from the position, or of the members of the Club have voted
for a change of Webmaster (which then must still be voted on by the Board of
Directors).

Comment/Suggestion: 1. Since the Board of Directors could change after each yearly election, the Webmaster would have to be voted on each year. Is that what you want? 2. Should 'of' be 'if'?

Generally speaking, our officers usually serve the allowed two consecutive terms, so the Board membership doesn't change every year. But even if it does, I think it's important to review the appointment of this position with each changing of the guard. As for the use of if or when, I think the meaning is identical in that context.

3. Appoint replacement officers in the event of vacancy. [EDITOR’S NOTE: This is in
conflict with the procedures outlined in section 10.F, where a replacement will be filled
by general election of the club.]
4. Appoint temporary offices/chairpersons in the event of an absence.

Comment/Suggestion: IF item 3 is in conflict, isn't item 4 in conflict also?

No. In discussing this with Frank, we interpret this item to mean "deputizing" non-officer members to accomplish some task for or on behalf of the club. For example... before I was on the board (and back when I lived in East Peoria), I was charged with going to the Fondulac Park District office to reserve the park for our club picnic every year. You have to be an East Peoria resident to make the reservation, so that's why none of the officers (at the time) were able to do it.

If we all agree this is the intent of this item, perhaps we need to delete "in the event of an absence" from the end of the sentence.

H. Safety Director duties are:
4. Develop a standard safety plan, in case of emergency, which will be available for
review at the trailhead before an event. The Safety Director does not need not attend each event to present a safety plan but does need to ensure a plan is
published (on the Club website) for review by the members present at each event.

Comment/Suggestion: I know Frank talks like this, but double negative is confusing!

Another typo... should be "does not need to".

Article 10 – Election of Officers
C. The nominations for the elected offices shall be held in the last quarter of the year as
determined by the Club officers.

Comment/Suggestion: This item C is not needed with the prooposed change made to item 10B. The first item 10C (listed ahead of this one) is still applicable.

Correct. That was another mistake... The first item C was supposed to be deleted. Another good catch.

F. In the event of a vacancy of an office, there will be a special election at a Club meeting
to fill that position. A special election will be conducted at the next Club meeting, and
vote will elect a new officer by majority vote of the membership present for the vote.
Nominations will be conducted on the website discussion forum prior to the meeting,
ideally no less than two weeks before the Club meeting. This process will be used to
ensure any vacated office position will be filled as rapidly as possible.

Comment/Suggestion: The proposed change is pretty loose. Couldn't the item state, ' To ensure a vacated office position is filled as soon as possible, a special election will be conducted at a Club meeting designated by the Board of Directors. The new officer(s) will be elected by a majority vote of the membership present at that meeting. Nominations will be conducted on the website discussion forum prior to the meeting, and closed at the meeting designated by the Board of Directors.'

I agree with your rephrasing... that is more clear.

This is good stuff. Any other reactions to John's comments? If there are no objections, I would like to at least incorporate these "no brainer" typo fixes into the proposed changes.