Proposed Bylaws Amendments (see current bylaws for reference) 1. Alternate Board Members Proposal: that two additional board members be elected as alternates to the regular board in case of absence. The alternates shall have full voting powers in the event that a regular board member is not able to attend a meeting. A quorum shall continue to be defined as a majority of the regular board number. Rationale: several times the number of board members attending meetings have been below quota, and business was only able to be conducted via proxy. This puts an inordinate amount of power and responsibility into the hands of only a few members (in one case, only two actual board members attended a meeting). Proposed by: Nancy Burnham and Deirdre Helfferich 2. Geographic Relationship of Majority of Board to the Community Served Proposal: a majority of all board members (including alternates) shall be required to be residents of the Ester area, as defined by the Ester Fire Service District. Moving out of the Ester area shall be tantamount to resigning the board if the majority status is changed by such a move. Rationale: Hostile takeovers of corporate assets through packing of meetings and election of boards hostile to the original purposes of the corporation do occur. Examples known to the proposers have happened in Anchorage (in 2009) and Honolulu, in which the new board voted themselves possession of the assets of the corporation and then dissolved the corporation. Requiring a certain proportion of community residents on the board will help ensure that the board is beholden to and part of the community the library serves. Proposed by: C. Peter McRoy and Deirdre Helfferich 3. Notices of Member Meetings Proposal: language shall be inserted into Article II, Section 6 and Section 8 clarifying that notice for annual and special membership meetings shall be given to the membership not less than ten days before the scheduled meeting is to take place. Rationale: while there is advance notice requirement for the board of directors’ meetings, no such notice was included for the membership. To provide for reasonable notice to the members, this missing language should be included. Proposed by: Deirdre Helfferich 4. Dissolution Clause Proposal: that the dissolution clause be appended to read
Rationale: federal charitable organization status requires that a dissolution clause be included in the nonprofit’s bylaws, and that this dissolution clause require the assets of the corporation to be distributed for exempt purposes within the 501(c)(3) section of the Internal Revenue Code. The JTEL has named a specific organization, the Ester Community Association, as its beneficiary, which is not an exempt organization at this time. Therefore, to legally qualify for 501(c)(3) exempt status, the dissolution clause must be modified. Proposed by: Deirdre Helfferich and Nancy Burnham | |||||
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