AHC Bylaws Subcommittee Meeting
Minutes
11/27/2006 7PM-10:30PM
Rabiul's place
Attendees: Rashed, Rabiul, Nasim,
Dates Revisited:
Nov 27 (Mon) - Subcommittee meeting
Nov 30 (Thu) - Subcommittee meeting on bylaws, operation guide.
Dec 4 (Mon) - Completed bylaws sent for AHC approval, post on web, solicit input,
discuss EC in AHC, Call for EC volunteers via email.
Dec 8 (Fri) – Last date to send bylaws input to the AHC.
Dec 10 (Sun) – Subcommittee meeting on bylaws, operation guide. Last date for EC volunteers.
Dec 11 (Mon) – Final AHC approval, EC formed, bylaws handed over via email.
Dec 13 (Wed) - Send email with Bylaws done, EC announces
election, Voter list started
Dec 16 (Sat) - Announce in Bijoy Dibosh.
Dec 30 (Sat) – Tentative voter list prepared for EC.
Jan 6 (Sat) - Nomination submission last date
Jan 13
(Sat) - Nomination withdrawal last date, Announce final candidates, Voter list
completed.
Jan 27 (Sat) - Election
Discussions on community
input from Open forum, Emails and BAGA discussion forum.
Goals:
"The association must provide open
and up-to-date information to its members as well as have channels open to
receive community inputs" - add to bylaws
Involve Resident of Greater Austin
(Travis, Williamson, Hays,
Have a
Bylaws Article I
section 4: The current Goals already address the issue of providing information
and open to residents of all counties in Greater Austin. The Goals also are the
official 'mission statements' of BAGA.
Membership
According to this section,
membership is open to anyone who supports the goals of the association.
Further, regular membership is automatic based on the criteria set forth in the
draft constitution. However, the BAGA Registration Form on the website states
that membership will be subject to approval by BAGA authorities. Is it not
contradictory to the spirit of the draft constitution?
Website will be
corrected.
Membership Fee:
Generally honorary
membership is free. However, it is customary to charge associate members a fraction
(typically 50%) of the fee charged to the regular members. Why are we not
following the norm?
One category of
membership is kept to make BAGA open to future membership issues that cannot be
addressed with Regular membership. A fee may close that possibility.
BOD:
Operational guide needed for year to year
operations.
Code of Conduct: BOD must work with each other regardless of
personal conflict. Transfer responsibility if cannot.
Operational Guide and
BOD code of conduct will be looked into after bylaws is completed.
1. ARTICLE III : Section
8 : Quorum
“....but if less than a
majority of Directors are present at any meeting, a majority of Directors
present may adjourn the meeting from time to time without further notice.” Action
required from above is unclear . Please check if there is a error
in sentence construction
or something is missing .
Corrected.
Section 11(a)(i) Removal
and Section 14 Absences:
What is an unexcused
absence and who decides on whether the absence is excusable or not?
Corrected.
Section 12 : Vacancies
and Additions
“Any vacancy in a
Director position, however caused, may be filled by a majority vote of
remaining directors ......."
But how is that possible
when all the Board Members are voted through a General Election process ? The
Board Members can only elect/nominate the Office Bearers from amongst the Board
Members (as provided under Section 1 of Article I and further detailed in
Article IV).
Hence - suggested
modality should be to call a fresh election for the vacant position by the
General Members - provided the Board feels that such a vacancy should be filled
for the rest of the tenure of the remaining year.
Frequent By-elections
will become a burden for the remaining BOD.
Addition of new BOD if
the number of BOD falls below three based on seniority by age seems like a good
idea and the right thing to do based on my family values and personal
convictions. However, has someone from the by-laws committee checked into the
rules of 501(c)(3) called out in Article XII (a) to determine whether such an
action would be considered as (reverse) age discrimination and thus illegal? If
we want to uphold our values, may be 501 (c)(3) is not the right designation
for BAGA. By the same token, forsaking the 501(c)(3) designation would increase
operational costs for BAGA. Hopefully, we can keep the 501(c)(3) designation
without having to change the current language about BOD selection based on age.
Checked 501c3. Extreme
case of 'age' for selection is an agreeable solution than other alternatives..
Section
16: First sentence should be changed to ‘at’.
Corrected.
Election:
2. ARTICLE V I : Section
4 : Nomination of Directors :
“Any Regular member of the
Association may nominate himself or herself for any Director position. “
This process is NOT
appropriate for a voluntary Organization like BAGA.
Recommendation :
A signed Nomination Form
be completed by a member "proposer" with two signed
"Witnesses" and then submitted to the Nomination Committee before the
cut-off date set up by Nomination Committee. Proposed candidate must also sign
on the form for having accepted the nomination. Only ONE candidate can be
nominated by one proposer. This process is important in order to ensure members
can nominate candidates whom they the feel are competent to run for "Board
Membership".
Bylaws text kept
unchanged to keep the process simple and clear.
There may be problem
with 1Candidate/1Vote method. Statistically a group of 60 can get their
candidates elected, even if 240 people preferred others - meaning majority wish
is defeated. This problem can be addressed by introducing limited voting method
where voters only vote for 30% or 5% or 67% of the total vacancy available.
Another possible method
may be cumulative voting method where voters can cast 1 vote each for 11
candidates, or they can vote 11 votes for 1 candidate. These are methods that
are used in many recent elections.
Paneling should be
discouraged. However, it cannot be enforced. Voters should be given the right
to choose how they want to cast their votes.
The community does not
have a consensus on any ‘one’ method for voting. Each presented method has limitations
and advantages. Bylaws Subcommittee was requested to research and device a
method that is simple yet failsafe. In addition, in solving one problem, a
different method should not create a different problem. After evaluating each
of the presented methods and other similar available methods, it was understood
that no ‘one’ method is completely fail-safe yet simple and acceptable. The
current method may have its limitation but is simple and familiar hence acceptable
by community majority. If the community majority, at any given time, feel that
they need a different voting method, they can always pursue the amendment
process. With majority support, amendment should not be impossible. Therefore voting
text is kept unchanged and will be discussed and deliberated by AHC.
Events:
look at the list of BD national holidays
and intersect it with religions practiced by the association members.
3. ARTICLE V II : EVENTS
Under this Articles , I
would like that you include a Section that says : “The Board shall prepare an
" Annual Work Plan (AWP)" incorporating all Activities and Events for
the year immediately upon formation of the Board. Once approved by the Board -
this should be mailed to all BAGA members.”
This help members to
plan for vacation, travel and attendance accordingly.
Corrected.
Independence Day should
be listed as a potential event for the new BOD.
The rest of the events
listed are merely examples and the clause do not exclude Independence Day.
There may be a provision
to collaborate with other resources (organizations) in the community. Smaller
groups in the community should feel they can be a part of the association,
instead of creating a new one. A method should be devised in the By-Laws to
accommodate that. Such collaboration should be held under the auspices of BAGA
and based on goals reflecting the common good of the community.
This is a candidate for
Operations Guide instead of bylaws.
Consideration should be given
to determine the feasibility of the number of events that can be organized by
BAGA in a calendar year.
Events should be
prioritized by events that do not have other outlets - mainly Bangladeshi
events. Thanksgiving, Halloween have other outlets.
Current bylaws Goals
and Events text reflects accordingly.
FISCAL YEAR
“The Fiscal Year of the
Association shall be a one year period to begin on the first day of July and
end on last day of June following year"
is there a rational that
the Fiscal Year for BAGA in
There seems to be a
discord in the timeline. The fiscal year is a 12 month period beginning in July
and we will be electing officers for a year in January. Does that not mean that
the new BOD during the second year will be responsible for the last six months
of the previous BOD and only be accountable for the first six months of their
term?
A fiscal year of
July-June means that the first BOD will be in power for 17 months, since the
election will be held in late January.
The first BOD will
serve the community for 18 months before next election. After that every BOD
will serve for 12 months. Election will always be held in June/July from 2008.
March 15th is the tax
day for corporations. Can tax be done between March and June. There is a
extension that can be taken for the first year of tax filing for all
corporations, if needed.
Old BOD can get tax
done by March/April/May so that by June, tax is done before new BOD takes over.
FINANCE and BUDGET
we should have by laws
that make all large financial transactions by the association transparent to
all members to avoid any future misuse.
i)any financial
expense(s) in large amount ( example $1000 or larger ) should be made public
via web site posting accessible to all the members.
ii) any donation of
large some($500 or more ) from individual or institution made public in both
amount and name of the donor to public via web site posting accessible to all
members.
iii) we should have
clearly stated donor eligibility rules i.e what institutions and persons can or
can not make contributions .This is to guard against possible litigation for
donation from illegal sources.
There definitely ought
to be a guideline for:
Who, both individuals
and institutions, can Donate
What Amount to Donate.
Every event organized by
BOD should have a self-financed model. Deficits should be strongly discouraged.
This may be worded in bylaws, if possible.
All reference to BOD should be
‘Board’.
By-laws should define donor
eligibility rules i.e. what institutions and persons can or can not make
contributions. This is to guard against possible litigation for donation from
illegal sources. Large donations ($500 or greater) from any individual or
institution should be made public (donor name and amount) by posting in the web
site. Financial expense(s) in excess of $1,000 or more should be posted on the
web site for public information.
Bylaws text added to ensure
that all donations to BAGA is legal.
Everything is being
recorded already for audit purpose including donors and large expenses. Records
are also available to members according to the current text of the bylaws.
BOOKS & Records
Section
2 Audit of Accounts
What kind of financial
audit is considered to be a Professional Audit? Is it an audit conducted by an
Engineer who has obtained their PE designation or an accountant who is a
certified CPA or someone who considers themselves a professional individual
based on their regular job?
Election voting results
and statistical records should be safely maintained.
Voting records of BOD on important
decisions (e.g. officer appointment, by-laws amendment, calendar of events
etc.) should be kept as part of records.
BOD minutes will be
recorded and is part of the Books and records. Voting record may be part of the
minutes. Operational Guide may recommend keeping voting records for important
decisions in the minutes.
Hiring a “Certified” accountant to
prepare the audit may be an overburden for the BOD when there is not sufficient
balance in the bank. “Certified” may be changed to “Professional” outside the
Board to allow flexibility during the initial years. However, it should be
recommended to use qualified professionals so that the audit report meets all
standard financial and ethical standards. “Certified” accountant should be
hired if bank balance is more than $10,000.
Community does not have
a consensus on whether to use ‘certified’ or not. Text kept unchanged. AHC will
discuss and deliberate on this decision.
It should be specified how records
will be kept (hard copies or electronic) and for how long (2/5/10 years). Hard
copies may be kept for 2/3 years but electronic copies should be kept forever
for all future use.
Records should be accessible to all
registered members of the association with appropriate login access.
Records will be kept at
least as long as it is required by
federal tax law (~three years).
INDEMNIFICATION /
DISSOLUTION
Both Articles mention in
several paragraphs " CORPORATION" . This must be a typo - perhaps it
was meant to be " Association" . Kindly verify.
Not a typo. The
association is registered as a non-profit corporation.
Article XII Dissolution
(of BAGA) just states how the assets will be disbursed if and when BAGA is
dissolved. However, this article does not say anything at all about when and
how BAGA can be dissolved. I think it is important to keep a clear provision
for dissolution of BAGA, along with the mechanism to do that, in case that is
what is desired by the community some day. For example, a sub-clause under
Article XII Dissolution may say something like this: "The Corporation may
be dissolved if and when so resolved by a vote of two-thirds of its Regular Members".
Another dissolution
clause could address the scenario when there is not a single candidate (or 2/3
candidates) in an annual election (or 2 consecutive annual elections). If the
board does not have a single director then there won't be anyone to organize
the dissolution vote.
There should be several
scenarios by which BAGA can be dissolved or shall stand dissolved, and they
should be articulated under different sub-clauses. In this context, here is
couple more scenarios for this provision: 1) Say, if in any annual election,
the number of candidates after the nomination filing and or withdrawal
deadlines falls short of 2/3 of the vacant BOD positions (say 7 for now,
considering 11 positions), the life of the existing BOD will be automatically
extended by 90 days, and a new election will be held within this 90-day period;
2) If after the second round of elections (within the 90-day period), the
number of candidates still falls short of seven, then the existing members of
BOD will be allowed to complete the remaining 9-months of that one-year term,
and a regular annual election will be held by June 30th of the following year;
3) But, if after that election, the number of candidates still falls short of
the required 2/3 BOD positions, the Corporation shall stand dissolved from July
1st of that year.
Dissolution text should
be consistent with IRS guidelines for 501c3 corporations.
There should be specific provisions
for dissolving the corporation. The association should be dissolved for the following
possible reasons: 80% of the regular members want dissolution, adequate
candidates are not available during consecutive elections, similar situations
etc.
All specific dissolution guidelines
should be verified for possible conflicts with Article III, Section 3. This
section (Term Limit) needs further clarification or correction.
Sections will be added
to address the reasons for dissolution.
a) x% vote to dissolve.
b) if less than x candidate, c) previous BOD may continue serving until a
quorum is elected.
To what extent should
BAGA provide indemnity to its current and previous Board of Directors?
“Gross negligent and misconduct”
should be defined.
There should be a code of
ethics/conduct for the Directors. Violation of such code automatically
eliminates such indemnity.
Bylaws current text is
standard in many references. The arbitrator/lawyer defines the details. Text
unchanged.