Seeking Endorsements for Bylaws Proposal - Board Actions Subject to Member Approval

General
1

In last year’s much needed rewrite of the bylaws, it appears a fairly significant clause was removed. In the versions prior to last year’s change, the Directors Responsibilities section read (past verbiage):

  1. The duties of the Board shall include:

    1. upholding and advancing the purposes of the Corporation,

    2. being responsible for the legal, contractual, and financial affairs of the corporation,

    3. fulfilling all roles as required by Ohio law.

  2. Any policy affecting the organization at-large will, unless stated otherwise, be decided upon by the voting Membership.

Speaking with Dave Velzy, he says the second paragraph was omitted from the rewrite because of advice that it could hinder the board’s ability to perform its legal obligations for the organization. After last year’s re-write the section reads (Current Verbiage):

The duties of the Directors shall include the authority to:

  1. Uphold and advance the purposes of the Corporation.

  2. Manage and control the affairs, contracts, funds and property of the Corporation.

The Directors may delegate their authority to fulfil all roles required by Ohio and Federal law and these bylaws.

However, the deletion of this section inadvertently also removed from our bylaws the member-run and member-determined nature of the Hive. While likely largely symbolic, I feel it would be a loss for us to not maintain in our bylaws that guiding, operating, improving, and growing Hive13 is ultimately up to all of us together, and that all decisions affecting all of us should be made with a good-faith effort to ensure consensus in the community (achieved by vote in the event of disagreement).

I would like to propose we return that clause to the bylaws to maintain Hive13’s democratic, community driven nature, but rephrased to ensure the board has the ability to respond to urgent matters without being delayed by the necessity of a vote for every matter. Perhaps the essence of the clause could simply be added to the current verbiage so that the section reads (Proposed Verbiage):

The duties of the Directors shall include the authority to:

  1. Uphold and advance the purposes of the Corporation.

  2. Manage and control the affairs, contracts, funds and property of the Corporation subject to the consent or approval of the voting membership unless otherwise stated to be the sole responsibility of the board of directors or Elected Officers.

The Directors may delegate their authority to fulfil all roles required by Ohio and Federal law and these bylaws.

In this phrasing, the term “subject to” means that a decision made by the board is effective immediately, but, in the event that the membership disagrees with how an issue was handled, the matter can be put to vote for an alternate resolution determined by the members. The term “consent” is included to make it clear that not all policy changes and decisions must be put to a member vote, meaning that a vote is only required if someone asks for there to be a vote. If no one requests a vote, the item is considered effective. However, if a member objects, the measure would then be put up for vote just as we handle all our voting items, and the results of that vote would serve as the decision of the community.

This change protects the organization by maintaining the board’s ability to respond swiftly and effectively to all matters, while ensuring the continued democratic and member-driven nature of the hive we have all enjoyed.

The current bylaws require endorsement of five Members in order to go up for vote. Please, if you are willing to endorse this change, post here saying so so we can put this up for vote (I count as the first of 5 endorsements). If you have alternate suggestions for how to better re-incorporate this, let me know, we can tweak it for your endorsement.

Thanks,

Kevin McLeod

Hot Crafts Warden and Hopeful COO Candidate

Definition of “Subject To”: https://www.lawinsider.com/dictionary/subject-to

Subject to means that a decision is effective when made and will be deemed approved unless and until reversed by the designated body.

Definition of “Consent”: https://dictionary.law.com/Default.aspx?typed=consent&type=1

a voluntary agreement to another’s proposition.

2

I endorse the change.

3

I also endorse this change.

4

I endorse this change.

Brad

5

I do not approve of this amendment. The clause as written is not significantly different from the original clause and probably would NOT be approved by legal counsel.

TL/DR: Ohio law supersedes the bylaws. The duties of the board are defined by law. The clause was removed to remove the conflict between the bylaws and Ohio law.
The current bylaws were crafted with the advice of a lawyer from the Pro Bono Partnership of Ohio and reviewed by several of their staff.

The omitted clause undermined the legally defined responsibilities of the board: “Any policy affecting the organization at-large will, unless stated otherwise, be decided upon by the voting Membership."

As the clause was written it placed responsibility for the corporation on the voting membership and obviated the board which would not survive a legal challenge.

The Bylaws already provide 6.2 Special Meetings 1. The Board or five percent (5%) or more of the Members may call a Special Meeting of the Members at any time.
During which the members may terminate officers and directors, review and vote on the standing rules and policies of the Corporation and…

Any other issues that Members have placed before the Membership to be discussed at the Annual Meeting, pursuant to the proposal and voting rules stated in these bylaws for Voting.

The revision is unnecessary and in conflict with Ohio law as written.

Dave Velzy
Hive13 Board Member
dvelzy@hive13.org
513-410-6174

6

The phrase"unless otherwise stated to be the sole responsibility of the board of directors or Elected Officers" explicitly removes any such conflict. The two key takeaways I recall being discussed in the board meetings during the time the bylaws were being reviewed by the lawyer were 1) Ohio and Federal law supersede our bylaws, regardless of what our bylaws say, and 2) we are free to construct our bylaws so that the organization is governed as we desire, law does not dictate the structure of the organization.

Admittedly, my memory is not perfect, so I did go back and search the wiki board meeting minutes, and it looks like this change was discussed in the February 10th, 2020 Board Meeting, and the decision was made to have the lawyer include the removal. I do not recall if there was discussion of alternate wording.

7

The January 13th, 2020 board meeting also had some discussion of this topic. There was also a leadership mailing list discussion about the role of the board that did not appear to reach a consensus. However, there was one email in which it was explicitly stated that Hive13 may leave governance to the membership, rather than the board, if we desire (email copied in italics below).

On Sun, Jan 12, 2020 at 10:34 AM Dave Velzy dvelzy@hive13.org wrote:

During our legal review of Hive13 bylaws it has been noted that they are remarkably silent regarding the role of the board, rules regarding meetings and other traditional governance duties.

If the collective Hive13 are of the opinion that it is the members in whom the governance of Hive13 exists, as opposed to the Board, that is acceptable, but atypical. Generally, an organization’s governance rests with the Board, which is elected by its members.

I would expect this will generate a lively round of discussion in the board meeting and online.

8

If you were to ask me how I thought our bylaws currently read or how I hoped they read they would include what Kevin is proposing. I believe that Hive13 was founded under the idea that the members get the final say in decision-making and that leadership exists to fulfill the day-to-day operations of the organization. In practice, I don’t recall a situation where a leadership decision has been overridden by a membership vote however I do feel like they should have that power. I do think this and any other bylaw changes should be subject to legal review. However, I would not allow the fact that it is merely atypical to determine how we operate. Hive13 is deliciously atypical.

I endorse putting this change before our membership for vote.

9

I endorse this change.

10

Given the information provided by Velsy that the clause was specifically removed from the bylaws by the people we “paid” to review this, maybe we should pump the breaks a second. If the concern is that the membership be allowed to veto any board decision, can that be written elseware as an operating procedure? Or have a way calling for a no confidence vote of the board if we as membership elect a board that would do things against our own interests for some reason?

Will

11

I agree, we need to get an impartial review. It sounds like there is already a system to check the board (Special Meeting) so this entire discussion may be moot.
I do agree that perhaps a non-legal description may be good to share with the membership about how things would be handled if the board goes “rogue”.

I withdraw my endorsement for now.

12

There was significant discussion about this bylaws change proposal after last evening’s board/leadership meeting. While I still firmly believe this change would be acceptable and encourage engagement with our broader membership on decisions about the organization, I understand and respect that many of our members who are most active in keeping the place going have reservations about the potential to create a gridlock situation in the event of a disagreement that could potentially become litigious in the right unfortunate circumstances.

In order to allow additional time for review, discussion, and development of consensus, I’d like to withdraw this bylaws change proposal for the time being. If we determine that such a change is desired by our membership, we can always invoke the “special meetings” section of the bylaws and propose the change for vote at that time.

It also occured to me that the bulk of the intent of this change, to encourage open discussion among the members for changes to our operating policies, space usage, finances, etc. could be accomplished outside of a bylaws change be starting a discussion aimed at revising our outside-of-bylaws voting procedures (that we use for things like purchase votes) to specify additional organizational decisions that require voting (such as changes to the use of a portion of our space, changes to day-to-day policy and procedure, etc. I will start another thread shortly to open that discussion.

Thanks,

Kevin McLeod
Hot Crafts Warden