> Behalf Of Shawn > Subject: [clug-talk] Update the Bylaws? > 1st: Let me apologize for the length but it is important to ensure clarity in this matter.
2nd: Thanks for taking the time to go through the bylaws Shawn and for asking these questions :) > But, according to > section 12 of the bylaws, the tier 2 members need 21 days > notice to vote on any changes. That means today is the last day bylaw > changes > can be proposed. This is just a slight misinterpretation of the section 12 which states [[The Board shall give the Tier Two (2) Members a minimum of twenty-one (21) days notice and at such meeting]] this is the notice of the AGM or SGM meeting itself not the amendment to be voted on. Each Tier II member with a valid membership was emailed directly (if I had their correct address) and It was announced on the Mailing List, the website and at the last membership meeting. Therefore Section 12 has been satisfied. At the last monthly meeting I noted that the current Executive had no amendments to the bylaws but that anyone wishing to put forward amendments could do so up to and including the meeting on March 2nd. So in other words - Propose away :) > (The Guild is established - do we still need this clause? > The second sentence > is needed, but the first just doesn't seem applicable anymore.) I believe (and please correct me if I am wrong - its been known to happen :) that you are referring to Section 1 which states [[1.0 The Calgary Linux Users Group Guild shall hereinafter be known as the "Guild".]] So here is the long of it (there is no short) When forming a not-for-profit society in Alberta you must first do a name search through NUANS and according to the government you are required to use one of a list of words somewhere in your name. 'Group' is not a listed word - so in order to keep CLUG at least CLUGG... the then Executive (Aaron, Mahlah, Ritchie and Jarrod) decided to add on the word Guild and so the official name is Calgary Linux Users Group Guild. However we still call ourselves CLUG cuz' it's shorter - except on legal documents. I also think it is important to note that when a bylaw is produced and accepted by the Provincial government (as CLUG's was) it is a static document. Meaning that the original document stays in its original form forever (or until dissolution of the society) and that the amendments the group makes are actually attachments to that document. Most corporations and governments release 'office consolidation' copies which incorporates the changes but the government sees them only as attachments. All of that being said. The first part of Section 1.0 (I believe) must remain the same as it was taken from a template approved by the gov of AB and was accepted as the Group's Bylaws by that same government agency. Besides it shows the history of the group formation as a society and unfortunately bylaws are legal documents so we need to ensure continuity. > 3.0 The applicants for not-for-profit society status shall > become the first or > provisional Executive Board of the Guild, hereinafter > referred to as the > "Board". Each Executive during his/her tenure of office shall > be an active > Tier Two (2) Member of the Guild All of the above is again that legal gobbledygook I spoke of above it. > > (This information is duplicated in section 8.2) > 3.2 Meetings of the Board shall be called by seven (7) days notice by > electronic mail or three (3) days notice by fax or telephone. > Any three (3) > members shall constitute a quorum, and meetings shall be held > without notice > if a quorum of the board is present, provided however, that > any business > transactions at such meeting shall be ratified at the next > regularly called > meeting of the Board; otherwise they shall be null and void. > Section 3 speaks to meetings of the Executive Board where Section 8 is about meetings of the membership. > (I'm curious about the reasoning for this one...) > 3.5.f No more than two (2) Executive Board Members may be employed or > primarily contracted by the same company. In the case that an > Executive Board > Member becomes employed or primarily contracted by a company already > represented by two other positions on the Board, that person > must vacate the > Board position within 30 (thirty) days of such change taking place. I believe this clause is borrowed <in part> from the Bylaws of the Canadian Linux Users Exchange (CLUE) I believe the reasoning for this is to stop some ambitious entrepreneur(s) from taking CLUG and using it as a resource/front for their business. Not sure if this could happen but maybe it's an umbrella clause (grasping here :) > The duties and responsibilities of every position is stated, > except for the > Vice President. Am I maybe looking at an older version of the bylaws? > As harsh as this may sound - the Vice President has very little in the way of duties as far as the Bylaws say. Although neither does the President. Section 2.0 - President states [[In his/her absence, the Vice-President shall preside at any such meetings.]] that's it. If you refer to an earlier email I sent regarding the duties each has done in the past you will see that the duties are taken on as the President and the Vice President sees fit with the backing of the rest of the Board. As to if you are looking at an older version of the Bylaw - to some extent you are. At the last AGM changes were made to Section 3 and Section 7. They are still pending the approval of the Government (when I talked to the office before Christmas she stated they were months backlogged) but you can view the changes that were voted on in the meeting minutes 2004 AGM at http://www.clug.ca/minutes.php?pid=9 I hope that answers most of your questions Shawn... and maybe this will need to be discussed further and hopefully will give people a reason to look over the bylaws - and that is always a good thing. Cheers Kari. _______________________________________________ clug-talk mailing list [email protected] http://clug.ca/mailman/listinfo/clug-talk_clug.ca Mailing List Guidelines (http://clug.ca/ml_guidelines.php) **Please remove these lines when replying
