Bylaws Committee Meeting Minutes December 17, 2009

 Old Business 

1. The Bylaws Committee is scheduled to present its motions on the Elections Process at the January 6, 2010 meeting.

   1. Inasmuch as there has been ample time to discuss the motion and discussion has, in fact, taken place via email, no further discussion is planned.  The Committee will respond to clarifying questions only followed by a vote on the motion.
   2. Because the Elections process motion is lengthy, it has been broken down by sections, each of which will be voted upon as follows:

(1)  

Section 5.2.1 Election Procedures.  Elections will be held as follows:

1.      The Chair of the Board of Trustees will appoint a Trustee to organize the Elections Committee no later than the July SHCC meeting.  The Elections Committee will consist of three or five members. Members of the Elections Committee will appoint a Chair of the committee.  Members of the Elections Committee may not resign and run for office.  Members of the Election Committee cannot be a write-in candidate.  Members of the Election Committee cannot serve or must resign if a spouse, partner, or blood relative is a candidate.  The Elections Committee decisions are final.

Rationale:  Since the Elections Committee is responsible for organizing and managing the election of officers it is important the committee appears as non0partisan as is possible.  Candidates for office must feel comfortable in discussing with members of the committee in complete confidence strategies of their campaign.  The committee must be free of any appearance of manipulating the recruitment of candidates for office.  This can be accomplished if the members are not permitted to take part as candidates or be permitted to become officers during annual elections.

 (2)                                            

5.  Candidates will have their name listed on the ballot if submitted to the Chair of the Elections Committee by 5:00 p.m. the two Wednesdays prior to the Annual Meeting of the SHCC.  Write-in candidates are permissible.

Rationale:  When an official ballot cannot be made up until after 5:00 p.m. the Wednesday prior to the meeting of the board, there is little time for trustees to become aware of the candidates who are running for an office.  By extending the period by a week trustees have a better opportunity to become acquainted with the candidates.

(3)

6.  Ballots will be presented to the Trustees at the Annual Meeting of the Board of Trustees.  Once the Chair opens the meeting to voting, voting will remain open for one (1) hour.  When the voting is closed, the Elections Committee will retire to a private location to count the ballots.  Candidates may have an observers present during the counting of the ballots.  Members of the Elections Committee and observers are prohibited from discussing with anyone what is or has taken place in the elections count without the permission of the Election Committee. 

Rationale:  To help present a more open election process candidates may want to have an observer be present during the counting of the ballots.  Candidates and observers must agree to not allow the observer to announce the results of the election of anyone, without permission of the Election Committee.  Should there be a question regarding the ballot count the observers and the committee cannot settle, the observer will wait until the count is complete and then notify the candidate.  The candidate will then be afforded an opportunity to address the committee before the results are announced. 

(4)

     7.  For those Trustees not able to be present at the Annual Meeting, absentee ballots will be available upon request from the Chair of the Election Committee or the Secretary

of the Sugar House Community Council Board of Trustees (This request for clarification, originally included as a new item 12, was made by the Chair) beginning the two Mondays before the Annual Meeting.  Ballots must be returned to the Chair of the Election Committee or the Secretary in a sealed and signed across the flap, envelope or via electronic means before the beginning of the Annual Meeting.  Only official ballots will be counted.  Absentee ballot envelopes will only be opened and ballot added to other ballots in the presence of the Election Committee and only during the count of the ballots.  

Rationale:

 For trustees who cannot be present for the annual meeting only being able to secure an absentee ballot two days prior to the meeting is very short.  Extending the period by a week should suffice in most cases of an absentee trustee. 

By only using official ballots and requiring the ballot be sealed in an envelope and signing the flap, the electronic means of voting is eliminated.

There have been concerns in the past of ballots submitted to the committee that were not official ballots.  By requiring that only official ballots be submitted helps to reinforce the need of only counting official ballots, that the ballots be in a sealed envelope with a signature on the flap and that they be opened and added to the other ballots prior to counting helps to maintain trustees’ privacy.

(5)

9.      A write-in who wins an election to an office who has not previously announced their candidacy must be contacted by the Election Committee and asked if they will serve in the office to which they are elected.  Should the write-in decline, the office will go to the person with the next highest number of votes.  Candidates on a ballot cannot be considered for a write-in for any other office.  Should an office not filled by an election then the incoming Chair of the Board of Trustees will appoint individuals per the SHCC Bylaws.

Rationale:  This is to prevent someone from being able to run for one office and being a write-in for another office(s).  Reference:  Section 5.2.1 Election Procedures.  Elections will be held as follows:  3. Candidates may only run for one office.  A trustee could sign up to run for one office, but to cover his/her bases, could get someone to nominate him/her for a write-in for other offices, thereby evading rule 3.

(6)   Due to the clarification in Change (4) of the title of secretary, the original number 12 For the purpose of the above section (Section 5.2.1. Election Procedures.) the term Executive Secretary will refer to the Secretary of the Board of Trustees has been omitted from consideration and vote.

 12.    The report of the Election Committee must be made as son as is reasonable and prior to the adjournment of the annual meeting of the Board of Trustees. 

Rationale:  This establishes that the results will be announced at the earliest opportunity rather than at the end of the meeting.  The SHCC Board Chair can wait until the item of business before the board is complete, and then allow the Election Committee Chair to announce the results of the election.  This will allow a candidate the opportunity to question the results of the election if they feel there is a need to do so.

2.      The other pending motion for Bylaws Amendment is the one regarding removal of a trustee, Article III, Section 3.7.  Alternative suggestions for the term “malfeasance” that has been challenged by many trustees include: 

a.       Actions which violate the Mission Statement of SHCC

b.      For reasons of “moral turpitude” as used by other organizations to describe unprofessional behavior that would result in removal of a member.

 New Business Suggestions for changes to Bylaws

1. As a result of the last meeting at which we were asked to vote on a new trustee without that individual being present, it was suggested that we amend the Bylaws to state that a new trustee must present his/her petition in person.  This will be considered following the outcome of the pending motions.

2. Trustees suggestions included:

   1. Consider adding a process to the Bylaws for trustees to resign, i.e., as is they seem to just stop coming.  It was suggested that we amend the Bylaws so that a trustee resign formally in writing. 

The committee rejected this suggestion because the Bylaws already state that a trustee may resign by written notification.  A discussion ensued regarding the other provision within the Bylaws stating that a trustee‘s position may be challenged if that trustee has not shown up for three consecutive meetings without being excused or otherwise making official notification that s/he would not be able to attend a meeting.  This may be problematic for someone who would be interested in the trustee position but not by means of a challenge that could result in the “challenged trustee” showing up at the meeting at which a potential trustee presented his/her petition.  Therefore, as cumbersome as it may be, the Committee felt that the Secretary should contact any such trustee, i.e., one who has not shown up for three consecutive meetings without being excused, to remind the trustee of the challenge provision within the Bylaws and to determine if that trustee intends to continue, and, if not, to request an official written resignation.

1.  

   1. Add to the secretary responsibilities that in January of each year, s/he file a nonprofit renewal form with the State of Utah and update recognition files with the Salt Lake City Recorder

The committee rejected this suggestion as well, reasoning that the requirement for notification is already included in the Bylaws, and though not specifically assigned to the secretary, does not necessarily need to be.

Though the usual meeting time of the Bylaws Committee is the third Thursday of the month, Ray Pugsley will be out of town that day, so the next meeting will be held on Thursday, January 28, 2010 instead.  Location:  TBA.