General

IMPORTANT NOTICE FOR ALL MEMBERS

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  • #8024
    Mary, AF6IE
    Participant

    IMPORTANT: PLEASE READ THE FOLLOWING. IT PROVIDES INFORMATION

    REGARDING PROCEDURES THAT WILL DISSOLVE THE SC4ARC CLUB

    NOTICE OF IMPORTANT MEETING:

    FEBRUARY 16, 2013 AT 10-:00 A.M.

    at the FIREHOUSE located at 8945 La Honda Road, La Honda California 94020

    As you know, we are in the process of changing our club from an association to a corporation.

    In order to complete that process, our President, Jeneen Sommers, will PRESENT A MOTION

    at the February 16th meeting.

    If the motion passes, it will give the board of directors the power to:

    1. DISSOLVE THE CLUB AND TRANSFER OUR MEMBERS AND ASSETS to the newly

    formed SC4 Amateur Radio Club, a California Public Benefit Corporation.

    2. ADOPT THE PROPOSED BYLAWS for the new corporation. (See link to Bylaws at the bottom.)

     

    To pass, the motion will need an “aye” vote of 2/3s of the membership so It is VERY

    IMPORTANT that you

    1. Either ATTEND THE MEETING, OR VOTE BY PROXY prior to the meeting.

    2. RESPOND TO THIS NOTICE by clicking on “comment” below this notice on our club

    website, and letting us know whether you will be attending the meeting or voting by proxy.

    Please contact our secretary, Sherry Niswander, to obtain more information about the proxy

    procedure at secretary@sc4arc.org.

    THE MOTION: At the meeting as scheduled above for February 16th, our club president,

    Jeneen Sommers, on behalf of the board, will move the membership as follows:

    “Whereas the SC4 Amateur Radio Club (The Club) has caused to be created the SC4

    Amateur Radio Club, A California Public Benefit Corporation (The Corporation), it is

    moved that the Board of Directors of The Club be hereby authorized to finalize the procedures

    for creation of The Corporation as follows:

         By resolution adopting the Bylaws of the SC4 Amateur Radio Club A California Public

    Benefit Corporation as the bylaws of The Corporation (copy here attached);

         By resolution that the membership of The Club as of the date of the vote on this motion

    shall comprise the membership of The Corporation;

         By resolution that the officers of The Club for 2013 shall comprise the officers of The

    Corporation;

         By resolution that the Board of Directors of The Club for 2013 shall comprise the Board

    of Directors of The Corporation;

         By acceptance of a transfer of the assets and liabilities of The Club, from The Club to

    The Corporation, such assets consisting primarily of the club bank account (current balance as

    of this writing, aproximately $4,000.00.) and miscellaneous minor physical properties of a value

    of less than $200.00; there are no liabilities at this time.

         and by making other such resolutions and taking any and all steps necessary to

    complete the creation of The Corporation.

    It is further moved that The Club hereby approves the transfer of the assets and liabilities of

    The Club to The Corporation as set forth above.

    It is further moved that upon declaration by the board of The Corporation that the process of

    creation of The Corporation is complete, that The Club shall thereby be dissolved and all

    activity and proceedings authorized under the constitution and bylaws of The Club shall

    thereby be terminated”

    SC4 Proposed Bylaws

    #8864

    I will attend meeting, February 16, 2013.

    Linda J. Bennett – W6LJB

    #8865

    Lisa and I will both attend.

    #8869

    Hi Mary;

    So the corrections that Art, W6VV, found won’t hold up the vote?  Just so everyone’s clear that this next meeting, February 16, is the one to attend or to send their proxy to.

     

    Mary, AF6IE posted an update in the group General

    Hey, folks! Please do read and respond to my post entitled ”IMPORTANT”. It is important. We need to know that we will have at least 2/3rd s of our members voting.

    The easiest thing to do is to vote by proxy by responding to our secretary Sherry’s post. Please do it now.

    Mary Panton
    Anxious In San Gregorio

    #8870
    Art, W6VV
    Blocked

    Excellent question, Peter.  It appears as though members are being asked to vote on bylaws that contain some serious flaws.

    #8871
    Ed, KF6TXB
    Blocked

    Are we voting on the original motion, or the motion as corrected by Art?

      ed,KF6TXB

    #8872

    Of the approximate 40 suggestions Art made, most are  spelling errors or differences in style.  There are perhaps 7 structural errors noted like, “Article 15, Section 11.  There are two subparagraphs (sic) indicated as (d).  The one following (e) should be (f).”  None of them substantially change the meaning of the bylaws so I wouldn’t call them “serious flaws.”  Any corrections may be incorporated by vote after review.

    Mary or Peggy;  We need clarification!  The sooner the better!  I believe that we are voting on the bylaws as posted here and recorded with the State of California.

     

    #8873

    What is the status of the corrections Art made?

    #8874

    Never mind – Peter just posted my answer.

    #8875
    Art, W6VV
    Blocked

    Peter, I agree that most of my suggestions and comments are rather minor in nature. I would, however, consider Article 5 as having a serious flaw. This states that the chief financial officer is an executive officer who shall be designated by the treasurer. Executive officers should be elected, not designated. Also, it does not state that the treasurer is an executive officer. So a non-executive officer is appointing an executive officer??? Does Article 4, Section 22(a) make sense to you?

    My interpretation is the same as yours as to what is being voted on. It is the original posting, not including any of my comments or suggested corrections.

    Was there something wrong with my use of “subparagraphs”? The word “subparagraph” is used in the original document–e.g., Article 11, Section 1(a).

    #8876
    Jack, WA6YJR
    Blocked

    Mary,
    can’t the bylaws be changed by vote after we vote on agreeing to the incorporation.
    Jack

    #8877

    Art, W6VV wrote:

    Peter, I agree that most of my suggestions and comments are rather minor in nature. I would, however, consider Article 5 as having a serious flaw. This states that the chief financial officer is an executive officer who shall be designated by the treasurer. Executive officers should be elected, not designated. Also, it does not state that the treasurer is an executive officer. So a non-executive officer is appointing an executive officer???

    Negative:  “The executive officers of the corporation shall be a president, a vice-resident, a secretary, and a chief financial officer who shall be designated the treasurer.” (My emphasis added.)  There’s no “by” in there.  The CFO shall be the treasurer.

    Does Article 4, Section 22(a) make sense to you?

    Article 4, Section 22(a) begins, “Any officer or director of the corporation who receives information as described in (a) and (b), above (the complaint), shall bring the matter to the attention of an executive officer…”  Pretty sure that references  (1) and (2) in Article 4, Section 21(a) immediately above since that’s the only place the complaints are mentioned.  Looks like a renumbering that went awry since Section 21 has only one paragraph: It shouldn’t have a letter designation, and the complaints (1) and (2) would then either have been lettered (a) and (b) or (my opinion) not set off at all as simply a (short) list.

    My interpretation is the same as yours as to what is being voted on. It is the original posting, not including any of my comments or suggested corrections.

    Let’s get Peggy or Mary in here.

    Was there something wrong with my use of “subparagraphs”? The word “subparagraph” is used in the original document–e.g., Article 11, Section 1(a).

    A gentle poke. “Subparagraph” lit up my spell check and so I had to see:  My Webster’s lists it as “a common misspelling of sub-paragraph.”  Since both are in common use, I think it’s a style difference.

    #8878
    Mary, AF6IE
    Participant

    I went to my email and read the full comment from Art re Article 5. The objection was “This states that the chief financial officer is an executive officer who shall be designated by the treasurer. Executive officers should be elected, not designated.” This is a miss-reading. The Article states “… and a chief financial officer who shall be designated the treasurer.” (Phew! I’m glad that even the Master Proofreader can mis-read something, after all my goofs!) The section creates an executive officer who wears both hats.

    As to the main question: the membership is not voting to adopt the bylaws, they are voting to give that power to the board. It matters not which version they have read and voted on, as stated in my last comment, unless theirs a change in substance, not form.

    Boy, do I ever love that people are actually reading that behemoth!

    #8879
    Art, W6VV
    Blocked

    Okay, Peter.  My bad on not interpreting the CFO and treasurer wording correctly. So Article 5, Section 1, only needs a change from “vice-resident” to “vice president.”

     

    I don’t have an opinion as to  how Article 4, Section 22(a) could be cleaned up.  I think we agree that it does need to be changed.  You might be correct in your interpretation, but it seems as though it’s somewhat of a guess on your part.  The wording should be clear.

     

    Has anyone read through the bylaws as to what they authorize and the effect on the membership?  Looking at the bylaws, I don’t know what all this really means.  It’s such a long document, I think most people’s eyes would glaze over trying to really understand it.

     

    A couple of overall concerns regarding substance, not the junk clerical stuff–

     

    Article 14, Section 3(c)(2).  Why do we set 50% as the requirement for ARRL membership?  If it’s to maintain eligibility as an ARRL affiliated club, we need at least 51% of the voting members to be ARRL members.  And what happens if, for example, we have 100 members, 51 of whom are ARRL members, but two such members don’t renew membership in SC4ARC? Now we’re below 51%.  If we have insurance predicated on our being an ARRL affiliated club, I wonder whether the insurance company could refuse to pay a claim because we did not meet the requirements for being an ARRL affiliated club.

     

    Another concern is one of privacy.  While there are some nice words in the bylaws that an SC4ARC member needs a valid purpose in order to see information on all the other members, is there any real enforcement?  What if a member obtained  the email addresses of the members and used them for spam purposes?  SC4ARC could expel that member, but the camel is already in the tent.  This seems to be a major change from what we have now.  The current membership form says that the member’s email address will not be published.  The proposed bylaws provide that the email address may be given to another member by the corporation’s secretary.  Okay, maybe the email address won’t be published, but it can be obtained by a member, and who knows where it goes from there?   It seems we are giving up some of our privacy with the proposed bylaws.  I have my email at QRZ.com, so it’s no big deal for someone to get it.  I do notice that there are quite a few hams who do not list an email there.  Maybe they don’t have email  or they don’t want to publicize the address.

     

    My spell check also lit up on subparagraph.  I checked Merriam-Webster’s Collegiate Dictionary,  Eleventh Edition, and it shows subparagraph as one word, although it is listed under “sub-“,  but with no hyphen.  It doesn’t  rate its own entry.  Of course, you could submit suggestions for changes, and say that wherever subparagraph is written in the bylaws it should be changed to sub-paragraph.

     

    Note to Mary:  I don’t have your email address (even looked on QRZ.com, hi.)  At least we have the Article 5, Section 1, goof on my part straightened out.

    Note to Peter: Here’s a project for you.  Perhaps you could set up a Private Mail feature, so members can communicate privately.

    #8880
    Mary, AF6IE
    Participant

    Art:  I’m still a dunce.  I was not going to the Forum, but a different page that gave only summaries and missed half of your corrections.  I have them now and made most of these “no brainer” changes.  I have sent the list to the committee chair, our treasurer, Peggy Wargo, and a few others on the board who have previously helped with the bylaws.  When I get their feed-back, I will post the corrected version.

     

    I have cleaned up the beginning of Section 22, which was nonsense as written.

     

    A lot of the bylaws are there to conform to requirements of the Calif. Corp. Code as well as federal law, such as Sarbanes-Oxley.  Unfortunately, it does compromise privacy.  However, perhaps others do as I do, which is maintain an email name for close friends and family with heavy spam protection, and one for use on the web and lists.  (Actually, I have four screen names.)

     

    The other questions involve policy issues that are not in my bailiwick.  (Peggy and I comprise the Incorporation Committee, but I, unlike Peggy, am not an officer.)

     

    Once again, we are soooooo grateful for your input.  Thank you for your expertise and generous donation of your time.

     

    P.S.  As to “subparagraph”, spell checkers also highlight “presentence” as incorrect, insisting on a hyphen, but nobody uses the hyphen anymore that I know of.  (Just as we all dangle prepositions and many often put their period outside the ending ), as I and the British choose to do.)

     

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