Mazamas — For the Love of Mountains
We Know Your Have More Questions. We Have Answers.
Have past boards considered bringing our bylaws into legal compliance?
Yes. This discussion dates as far back as 2012. Past boards may have been reluctant to make administrative changes to the bylaws because of the perception that the membership would veto such changes. There is no reason to put this off or do this work piecemeal. We need to have our bylaws in order and legally compliant, to attract legitimate candidates for the ED position.
Does "One class of members only" (2.1) mean we are eliminating Life or Honorary members?
No. “One class of members” is used in the bylaws to refer to the definition of member for purposes of the bylaws. We will maintain existing member designations which will be spelled out in policy. Life members will remain an option, and Honorary member will also remain a privilege and achievement. This level of detail is not appropriate for our bylaws and makes it difficult to create designations in the future.
Why are the definitions of specific standing committees not included in the bylaws?
The committees are still the heart of Mazama operations and are at the forefront of carrying out the Mazamas mission. The board will continue to manage committee operations, including oversight and budgeting. Section 4.15 provides the board authority to manage the committees. This relationship will further be spelled out in policy. The board is already working on better communication with committees to ensure a stable operational ecosystem.
How do these bylaws address the board member nominating process to ensure it is an impartial vetting process?
The bylaws simplify the duties of the Nominating Committee and allows us to remodel how we profile board members and recruit. Under the current bylaws there are too many formalities that create barriers to entry making it a challenge every year to come up with a qualified slate of candidates. Additionally, the bylaws provide the board with an option to expand the board by appointment. This will increase our opportunities for more diversity of opinion and skill, because these members can be appointed directly by the board.
The current bylaws require a vote by the membership to approve any membership fee increases. If the proposed bylaws pass, how will the board ensure membership fee increases are handled responsibly without a member vote?
The board has a fiduciary duty to the organization and needs the proper authority to oversee the financial well-being of the organization. This includes assessing the revenue streams for the organization. One of those major revenue streams is membership dues. Requiring a vote of membership to approve any membership increase is in conflict with the board's ability to meet its fiduciary duty. If the membership does not trust the board to oversee the financial well- being of the organization, the board will likely continue to make compromises with respect to strategies for increasing revenue, which has proven to not be sustainable. The board's fiduciary duty requires it to assess the reasonableness of any fee increase. This duty will keep it from making any decisions that would negatively impact membership levels and the overall well-being of the organization.
Does the board plan to immediately increase membership fees?
It is unlikely an increase to membership fees, if any, would occur until the next fiscal year. The board sets its budget annually, and the budget will be set by the time this election takes place. Consistent with its fiduciary duty, the board will assess the impact new membership may have after the bylaws election and determine whether a membership fee is necessary in the next budget cycle.
What is the Executive Committee (4.10) and why is it important? What is the authority of this committee?
The executive committee gives the board flexibility to conduct business without the full board. It is a typical feature of non-profit boards. The authority of this committee is limited as defined in Section 4.11.Note: there was a typo in the printed bulletin that reflects the authority as defined in Section 4.12. It should actually be the authority described in 4.11.
The proposed bylaws give the board the ability to amend bylaws with only a majority vote, not a 2/3 majority of members. How will the board ensure any further bylaws changes positively impact the membership and organization?
This goes back to the board's responsibility to oversee the financial and legal well-being of the organization. We are just now addressing changes that were contemplated a decade ago. These decisions need to be the responsibility of the board, not the membership. Otherwise, the board will continue to be ineffective.
