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board_measures:board_proposal_038 [2016/09/28 20:31]
wreality
board_measures:board_proposal_038 [2017/04/05 00:38]
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-===Proposal 038 -- Allow the board to appoint a proportion of directors (outside of the normal director election process)=== 
  
-**__IMPORTANT__**:​ Bylaws changes must be approved by the full membership.  ​ 
- 
-==RATIONALE== 
-The Board of Directors should have the ability to recruit and appoint directors that would help them further the mission and effectiveness of Lansing Makers Network. ​ This proposal would add a new class of directors who are appointed by the board of directors. ​ This proposal would also remove the restriction for an upper limit on the number of board members, allowing the board to determine the number of directors based on their needs. ​ Lastly, the proposal modifies the impeachment section of the bylaws to allow the Board of Directors to move for removal of a director. ​ This modification is needed to allow the board to execute their desire to vote for the removal of directors who miss more than three consecutive meetings unexcused. 
-      
-==CURRENT BYLAWS TEXT== 
-    VII.1 Number and Qualifications of Directors 
- 1. The Board of Directors shall consist of at least five (5) and no more than eleven (11) Directors. The exact number of directors shall be fixed, within those limits, by a resolution adopted by the Board. 
- 2. Directors must be current members of the Corporation,​ in good standing with no financial conflicts of interest. 
- 3. All members are eligible for nomination to the Board of Directors. 
-... 
-    VII.3.4 Impeachment 
-    1. Any Director may be called before the membership to be examined for perceived incompetence,​ fraud, misrepresentation,​ non-payment of membership dues, chronic absenteeism,​ or negligence of duties. 
-    2. If a Director is found to be impeachable,​ he or she may be removed from his or her position by a majority vote of the members. 
-    3. Any member of the Corporation,​ with at least two co-sponsors,​ may submit a petition calling the performance of any Director into question at any time. 
- 
-==PROPOSED REVISION== 
-    VII.1 Number and Qualifications of Directors 
- 1. The Board of Directors shall consist of at least five (5) elected Directors. ​ The exact number of directors shall be fixed by a resolution adopted by the Board.  ​ 
- 2. The board of directors shall be made up of two classes of directors: 
- 1. Elected Directors 
- 1. are elected by the membership. 
- 2. must be current members of the Corporation,​ in good standing. 
- 3. must have no financial conflicts of interest with the Corporation. 
- 2. Appointed Directors 
- 1. are elected and appointed by the Board of Directors to engage the community, expand the qualifications and experience of the board and/or otherwise improve the effectiveness of the Board of Directors. 
- 2. must have no financial conflicts of interest with the Corporation. 
- 3. serve at the pleasure of the Board of Directors and may be removed at any time, for any reason by a majority vote of a quorum of Directors. 
- 3.  The board shall ensure that the majority of the board membership consists of elected directors. 
-        4.  Except as outlined above, appointed directors shall have the same rights and responsibilities as any other board member. ​ 
-  
-... 
-    VII.3.4 Removal / Impeachment 
-    1. Any Director may be called before the membership or board of directors to be examined for perceived incompetence,​ fraud, misrepresentation,​ non-payment of membership dues, chronic absenteeism,​ or negligence of duties. 
-    2. Removal by Membership 
-        1. If a Director is found to be impeachable,​ he or she may be removed from his or her position by a majority vote of the members. 
-        2. Any member of the Corporation,​ with at least two co-sponsors,​ may submit a petition calling the performance of any Director into question at any time. 
-    3. Removal by Board of Directors 
-        1. If a director is found to be impeachable by a majority vote of the directors, he or she may be removed from his or her position by a majority vote of the Directors.