Hi Lane,

Actually, there are lots of ways that an organization can structure its
officers. In Washington, corporations including charities can have only a
single officer; for example, the Catholic Archdiocese of Seattle is a
"corporation sole" with a single officer. However, in most charities this
degree of centralization would be inadvisable. In Washington, if there is
more than one officer, there is a requirement that the president and the
secretary be different people. I believe that there are no requirements to
have vice presidents or treasurers, although many organizations do so when
there are enough trustworthy people involved to allow for multiple
officers, especially if the workload is so great that the president and
secretary can't handle everything by themselves.

I particularly am hoping in Cascadia's case to segregate management from
governance. It is good practice for the Board to involve itself in
big-picture decisions, and to leave the day to day management of the
organization to the president. The president does not need to be a board
member, for example Lila is not a member of WMF's board. The chair leads
the board, mostly in a facilitating role; the president is the manager of
the organization and he/she reports to the board. The president *can* be a
member of the board, but they don't *need* to be, and since I've already
proposed paying for some management staff time, it makes sense to me to
have the president (who might or might not also be the treasurer) be
someone who is separate from, and reports to, the board.

I hope that makes sense. If not, we can talk more tonight.

Pine

*This is an Encyclopedia* <https://www.wikipedia.org/>






*One gateway to the wide garden of knowledge, where lies The deep rock of
our past, in which we must delve The well of our future,The clear water we
must leave untainted for those who come after us,The fertile earth, in
which truth may grow in bright places, tended by many hands,And the broad
fall of sunshine, warming our first steps toward knowing how much we do not
know.*

*—Catherine Munro*

On Tue, Jan 13, 2015 at 5:31 AM, Lane Rasberry <l...@bluerasberry.com>
wrote:

> Peaceray,
>
> What titles are being imagined here? Confirm if I am correct:
>
> The organization has a board. The board has five members. Titles required
> in Washington are president, vice president, secretary, and treasurer. Any
> other titles are optional. All people on the board are officers in addition
> to any other titles they have. The board serves the organization's
> membership and staff, and people in those groups can have any titles they
> choose, like "(non-board) president", "director", "program manager",
> "volunteer", or anything else.
>
> I am having trouble understanding "*This might be useful, for example, if
> the President and Treasurer are not board members and the Board wishes to
> have them serve on the Audit Committee"* because the board has to have a
> president and treasurer, right?
>
>
> On Tue, Jan 13, 2015 at 2:17 AM, Raymond Leonard <
> raymond.f.leonard...@gmail.com> wrote:
>
>> Lane / bluerasberry,
>>
>> Some of the divergence was due to State of Washington law. Since I know
>> that Pine has been very busy with family matters, I will take the liberty
>> of sharing what Pine wrote to me about the changes that he made:
>>
>> ***
>> *I did some online research and made some changes based on that research.
>> In particular:*
>>
>>
>>    1. *Washington law sets maximum notice of member meetings at 50 days.*
>>    2. *Per Washington law, the Corporation "Shall not loan money or
>>    credit to its officers or directors".*
>>    3. *I made the section on background checks more extensive, including
>>    spelling out how background checks for the President and Treasurer should
>>    be performed.*
>>    4. *Minors should not serve as voting Board members, but they may
>>    helpfully contribute to advisory boards and advisory committees. I made
>>    that explicit in a few places, and I removed the exception that allowed 
>> the
>>    Secretary to be a minor.*
>>    5. *I added a provision allowing for two non-Board members to be
>>    appointed to the Audit Committee. This might be useful, for example, if 
>> the
>>    President and Treasurer are not board members and the Board wishes to have
>>    them serve on the Audit Committee. This provision would also allow for
>>    people to serve on the Audit Committee who are not interested in serving 
>> on
>>    the full Board.*
>>
>> ***
>>
>> Also, if I recollect our subsequent verbal discussion correctly, other
>> changes may have been modeled after other Washington non-profits, & there
>> were some changes to give the board a bit more powerful & the officers a
>> little bit less powerful. That was one reason that there is a Vice-Chairman
>> of the Board but not a Vice-President.
>>
>> Yours,
>> Peaceray
>>
>> On Mon, Jan 12, 2015 at 4:12 AM, Lane Rasberry <l...@bluerasberry.com>
>> wrote:
>>
>>> Hello,
>>>
>>> These proposed by-laws are derived from Wikimedia DC bylaws. I read
>>> those DC bylaws in the past plus they have been used for some years. I will
>>> ask where and how these bylaws diverge from those.
>>>
>>>
>>>
>>> On Mon, Jan 12, 2015 at 3:27 AM, Pine W <wiki.p...@gmail.com> wrote:
>>>
>>>> Hi Sage,
>>>>
>>>> The board members are noted in the agenda:
>>>> https://en.wikipedia.org/wiki/Wikipedia:Meetup/Seattle#Monthly_meeting_January_13.2C_2015.2C_6pm_to_10pm
>>>>
>>>> Sure, let's have a discussion about  strategic goals. Would you like to
>>>> add that to the agenda, perhaps above the bylaws agenda item?
>>>>
>>>> Pine
>>>>
>>>> _______________________________________________
>>>> Wikimedia-Cascadia mailing list
>>>> Wikimedia-Cascadia@lists.wikimedia.org
>>>> https://lists.wikimedia.org/mailman/listinfo/wikimedia-cascadia
>>>>
>>>>
>>>
>>>
>>> --
>>> Lane Rasberry
>>> user:bluerasberry on Wikipedia
>>> 206.801.0814
>>> l...@bluerasberry.com
>>>
>>> _______________________________________________
>>> Wikimedia-Cascadia mailing list
>>> Wikimedia-Cascadia@lists.wikimedia.org
>>> https://lists.wikimedia.org/mailman/listinfo/wikimedia-cascadia
>>>
>>>
>>
>> _______________________________________________
>> Wikimedia-Cascadia mailing list
>> Wikimedia-Cascadia@lists.wikimedia.org
>> https://lists.wikimedia.org/mailman/listinfo/wikimedia-cascadia
>>
>>
>
>
> --
> Lane Rasberry
> user:bluerasberry on Wikipedia
> 206.801.0814
> l...@bluerasberry.com
>
> _______________________________________________
> Wikimedia-Cascadia mailing list
> Wikimedia-Cascadia@lists.wikimedia.org
> https://lists.wikimedia.org/mailman/listinfo/wikimedia-cascadia
>
>
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