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board_measures:board_proposal_038 [2016/09/28 19:00] – created wrealityboard_measures:board_proposal_038 [2017/04/05 00:38] (current) – external edit 127.0.0.1
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-===Proposal 038 -- Allow the board to a proportion of directors (outside of the normal director election process)===+===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.   **__IMPORTANT__**: Bylaws changes must be approved by the full membership.  
  
 ==RATIONALE== ==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.+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== ==CURRENT BYLAWS TEXT==
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  2. Directors must be current members of the Corporation, in good standing with no financial conflicts of interest.  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.  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== ==PROPOSED REVISION==
     VII.1 Number and Qualifications of Directors     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.  + 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:  2. The board of directors shall be made up of two classes of directors:
  1. Elected Directors  1. Elected Directors
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  3. must have no financial conflicts of interest with the Corporation.  3. must have no financial conflicts of interest with the Corporation.
  2. Appointed Directors  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.+ 1. are appointed by a 2/3 majority vote of the elected 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.  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. serve at the pleasure of the Board of Directors and may be removed at any time, for any reason by a majority vote the elected Directors. 
- 3.  The board shall ensure that the majority of the board membership consists of electedf 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.          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.

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