Index – SNU Existing - Issues – The Charge – Structure Considerations – Changes – The Proposal - The discussion is underway. Pass your thoughts, ideas, suggestions, and critiques to hq (at) SierraNevadaAirstreams.org to join in!
where it could be: this proposal is intended to illustrate the recommendations of Robert's Rules, the accepted parliamentary authority, regarding governance documents for an organization such as a small chapter of a larger organization. In this case, an unincorporated entity such as the SNU provides the rules for its governance with just a bylaws supplemented by policy or standing rules.
This organization is a chartered Unit of the Wally Byam Caravan Club International, Inc., hereinafter WBCCI, and shall be known as the Sierra Nevada Unit of the Wally Byam Caravan Club International, Inc. hereinafter SNU.
The SNU is a nonprofit association of Airstream brand recreational vehicle (RV) owners. Its objectives and goals shall be as described in the WBCCI Constitution Article III.
A person recognized as a Regular Member of the WBCCI as defined in the WBCCI Constitution Article VI and who has paid both SNU and WBCCI dues to the SNU Treasurer shall be considered a Unit Member with all rights to vote in SNU Affairs and hold SNU Office or as otherwise specified in the WBCCI Constitution, Bylaws, and Policies.
Any person who is recognized as a Regular member of the WBCCI may become an affiliated member of the SNU by payment of SNU Dues with rights and privileges restricted as described in the WBCCI Bylaws Article IV Section 2.
Members of the SNU are obligated to support its objectives, ethics, and standards of behavior for members as described in the SNU bylaws and WBCCI Constitution, Bylaws, and Policies.
The annual dues of Affiliate and Unit members shall be set by the Executive Board.
The Executive Board shall appoint one delegate and one alternate from among the Unit Members who will attend the annual Delegates meeting of the WBCCI. Any vacancy occurring following such selection shall be filled by appointment by the President. The delegate should be instructed with respect to the wishes of the SNU on matters to come before the meeting. The President and Secretary shall certify to these appointments.
The officers of the SNU shall consist of a President, a Secretary, a Treasurer and two Trustees.
The Officers shall be elected at the annual business meeting and shall be installed and shall assume office upon election. An officer shall serve in office for a term of one year or until a successor is elected but in no case shall an officer be eligible to serve more than two consecutive terms in the same office except the Secretary or Treasurer provided said officers are duly nominated and elected for each term of office.
In the event of the death or resignation of the President or the death, advancement or resignation of a Trustee, or an officers inability to fulfill the duties of office, the next ranking Trustee by earliest time of election shall advance thereto. All other vacancies on the Executive Board, except that of the Immediate Past President, shall be filled by a majority vote of the Executive Board.
An officer who advances to an office pursuant to the provisions of the previous section on succession of office shall not be deemed to have served a full term in such office unless said service is for a period of greater than one-half (1/2) the term of such office.
The Trustees shall be elected at the annual business meeting, each for a term of two years commencing on election but arranged so that only one-half such Trustees terms expire in any one year. No Trustee shall serve more than one two-year term consecutively.
The President shall preside at all meetings of the SNU and its Executive Board, enforce the Constitution and Bylaws, appoint all committees and have such powers and duties as normally pertain to the principal executive officer.
The Secretary shall issue notices of all meetings of the Unit and the Executive Board as required by these bylaws; shall prepare an agenda of pending business for use by the presiding officer at each meeting; and shall keep a register of all members of the Unit. The Secretary shall record and preserve the minutes of all official meetings of the SNU and the Executive Board. Copies of same shall be provided to the members of the Executive Board not more than fifteen days following each meeting. The Secretary shall record the attendance of the officers and trustees at each meeting and advise the presiding officer if a quorum is present.
The Treasurer shall maintain the financial records of the SNU and shall receive all monies and promptly deposit them in the bank previously chosen by the Executive Board; shall notify members of expiration of dues and issue receipts for dues paid; submit a full written report of finances to the Executive Board at each meeting and before retirement from office shall have the books and accounts audited by a committee selected by the incoming President; shall deliver all books, monies and property of the SNU promptly to the incoming Treasurer.
The duties of the Trustees shall be to participate in all meetings of the Unit and the Executive Board; to accept special assignments as directed by the President; and to perform such other duties as normally required of directors, trustees, and to serve as a member of the executive board of the SNU.
The Executive Board shall consist of all of the current SNU Officers. The person serving as SNU President during the preceding year shall also be a member of the Executive Board.
The Executive Board shall be the administrative body of the SNU, shall define the policies of and have full administrative authority in all matters pertaining to the SNU, and shall exercise general control and supervision of all officers and committees.
Parliamentary procedures for all meetings of the SNU and its Executive Board shall be governed by the current edition of Robert's Rules of Order Newly Revised except when they are in conflict with the Constitution or Bylaws of the SNU.
A quorum for conducting business at the annual meeting, or at any additional business meeting, shall be not less than 20 percent of the number of SNU Unit Members at the beginning of the meeting.
The annual business meeting of the SNU shall be held during the month of October in each calendar year. Such a meeting shall be announced by written notice and delivered to the members not less than fifteen days prior to the meeting. The notice shall indicate the date, time and location of the meeting.
Nominating Committee: The Executive Board shall, not less than ninety (90) days prior to the SNU annual business meeting, appoint a three member Nominating Committee who shall, after having obtained the prior acceptance for office of each nominee if elected, place in nomination one candidate for each office and trustee to be filled by election, and submit a written report to the Executive Board which shall include the names of all candidates considered, and the President shall distribute the report to the membership not less than fifteen (15) days prior to said business meeting. Additional candidates who have previously consented to accept the office if elected, may be placed in nomination from the floor of said meeting.
A quorum of the Executive Board shall consist of a majority of its members.
The President or any two members of the Board may call a business meeting of the Executive Board at any time deemed necessary.
Additional business meetings of the members may be held at a suitable time and place after the first day of each rally of the members. if the rally or meeting is of less than two days duration, written notice to the members indicating the time, location and purpose of such meeting shall be delivered to the members not less than ten days prior to the meeting.
The Executive Board, by majority vote, may call additional business meetings of the members.
Ballots or other methods for obtaining a vote on any proposal or election in the SNU will be distributed and collected using a method deemed acceptable by the Executive Board. Any reasonable distribution and collection method may be used, including e-mail and other Internet methods. A combination of methods may also be used except when mail-in ballots are used.
Policy consistent with the Constitution and Bylaws of the Unit and with the Constitution, Bylaws and Policy of the WBCCI embodying additional provisions for the governance of the Unit may be adopted by the Executive Board or the Unit members.
Neither the SNU nor its officers are responsible for the loss of or damage to property or for injury to or death of a person on the premises of any club function. This freedom from responsibility for loss or damage to property applies regardless of whether that property has been received by any member or officer or left upon the premises.
Nothing in these bylaws shall be considered to limit any liability protections provided by pertinent law for officers, volunteers, or members acting properly on behalf of the SNU.
In the event of dissolution of the SNU, the members shall, through the President, assign all assets to the International Club to be held in trust until such time as the charter is restored, the unit is reorganized, or a new charter is issued at which time such assets shall be returned or transferred to the newly functioning unit. This procedure is in accordance with the meaning of Section 501 (c) (7) of the Internal Revenue Service Code. None of the funds shall accrue to the benefit of any individual member and the Unit Charter and all International club property shall be returned to International Club Headquarters.
The SNU may adopt amendments embodying additional provisions for the governance of the SNU consistent with the Constitution, Bylaws, and Policies of the Wally Byam Caravan Club International, Inc.
These Bylaws may be amended at any business meeting of the Executive Board by two-thirds vote, provided the proposed amendment has been submitted to all members of the Executive Board in writing ten (10) days prior to such meeting.
Such amendments shall become effective upon adoption.
Adopted by the membership:
The name of this Vision Example is “Constitution and Bylaws” to provide coherence with the WBCCI Bylaws requirements which are as follows.
(1/19/07) “All units shall prepare a Constitution and Bylaws (incorporated units may use their incorporation documents as the unit constitution) and any amendments thereto; and shall deliver four copies of each to the international office for review by the constitution and bylaws committee.
Such Constitution and such Bylaws shall not be in conflict with, or inconsistent with the Constitution, Bylaws or Policy of the international club. Such Constitution and Bylaws shall include but not be limited to, provisions for:
(a) election of officers. [bylaws II.2]
(b) regular meetings and quorum of each. [bylaws III]
(c) a method of selecting a delegate and an alternate to the WBCCI delegates meetings. [bylaws I.C]
(d) a dissolution clause in compliance with federal, state, and provincial laws. [bylaws V]
(e) a method of amendment. [bylaws VI, constitution III.4-5]
(f) a statement of liability.” [bylaws IV]
The way this is worded, it appears that there is an inherent assumption that the Constitution and Bylaws are two separate documents but none of the provisions mandated clarify such a requirement. This ambiguity is only one of the issues that would have to be carefully considered before proposing governance such as in this Vision Example.