Proposed revisions to bylaws and articles of incorporation

@Members

This isn’t your usual yadda-yadda, so please take a moment to read through this. The board of directors is proposing a revise and replace of the bylaws and a modification to the articles of incorporation for LMN. The proposed bylaws are attached below.

The modification to our Articles of Incorporation being proposed is to change our structure from a membership to a directorship basis.

LMN Revised Bytlaws DRAFT.pdf (105.2 KB)

The long and short of what we’re looking to accomplish.

  1. Separate governance of the space from membership in the space.
  2. Provide the path for moving us away from a “private club” feeling. (Dues aren’t what you pay for a vote, dues are what you pay for a key/24/7 access to the makerspace) .
  3. Setup a path for improving the diversity of ideas and skills on the Board of Directors

Concerns you may have:

  1. No, this isn’t because the Board is interested in any sweeping changes to how LMN functions.
  2. Yes, you still have a voice. We’ve always made it a point to get input from folks that are using the space, and the board is just as motivated to do so, since our continued existence depends on members continuing to support us.

What are you asking me to do?

Changing from a membership to a directorship requires consent of the current voting members. We’ll be scheduling a meeting coming up soon. (We have to provide at least 30 days notice per our current bylaws). To enact this change, we need the approval of a 2/3 majority of the members. Please be on the lookout for this notice and try to attend to cast your vote.

I have questions or concerns about this

Please, ask us! Either here for everyone to contribute, or talk to any board member when you see us around the space. We (the board) have been deliberating this off and on for some time, and would really like to discuss with anyone who has concerns. (This is also why we’re sharing this in advance of scheduling a vote… we want an opportunity for discussion and changes before we officially schedule the vote).

Background

Ok, now that the lead is out of the way. Here’s the why and a little background. The Board of Directors is currently elected by the membership from candidates who must be members. This presents a number of future and current administrative challenges for us:

  1. The biggest challenge is one of growing the board of directors with the right skills and connections to grow the organization and help it succeed. Directors have to be members in the organization, which means recruitment is really asking potential directors to run for election. We made a change to the bylaws in 2016 to attempt to work around that by allowing the board to also appoint directors who wouldn’t be “members” per se, but this creates two paths to being a director and tries to be both a directorship and a membership basis at the same time which isn’t ideal.

  2. There are many funders (actually, most) that will not consider providing funds to membership based organizations. The reason being that they have little assurance that the membership won’t override the board’s decisions and use their support differently than they intended.

  3. The “membership” basis for nonprofits, is /usually/ used by organizations with annual membership terms. This means that the membership is relatively consistent from month to month. In our situation, with membership on a monthly basis, things like quorum are constantly fluctuating.

  4. And perhaps the biggest reason: Because of the difficulties in the above (getting quorum at previous member meetings has been difficult at best), we haven’t been /operating/ like we’re a membership organization and haven’t been acting with the intent of the bylaws.

You might be wondering why then, was LMN formed as a membership nonprofit instead of a directorship. The honest answer: 5 years ago in my nonprofit naivety, I (yes, actually me) didn’t fully grasp the implications of the choice and “membership” seemed like more what we would be.

I’ll also add, that nearly all (if not all) of the other nonprofit membership makerspaces that we know and love many with extensive involvement of the members, are legally formed on a directorship basis (because it’s the right thing to do from a legal formation standpoint).

Thanks for reading all of this if you got all the way though. Appreciate your time, and here’s a jade key for your troubles. Any questions, bring em’ on.

Nicely done. appreciate advance info. look forward to the meeting for discussion. any external resources for pros and cons of directorship?

This is one of the clearest explanations I’ve come across.
http://charitylawyerblog.com/2011/04/26/nonprofit-law-jargon-buster-voting-members-vs-self-perpetuating-boards/

If you have questions or concerns, let’s try to get them out here rather than waiting for the meeting. Hopefully this will encourage others to participate in the decision in an active way.

It sounds like this doesn’t have a tremendous impact on the day to day interactions between members and the space. Aside from members not having a direct vote in the membership of the board of directors, does it change anything about how members interact with LMN or, for that matter, how LMN runs vis a vis the day to day working of the space.

The other question I have is whether there is recourse for an overhaul of the board in the case that the broader membership of LMN decides the board is catastrophically off course in how it runs the organization. This isn’t something I anticipate will happen with anyone we currently know, but since we’re thinking of where the organization wants to be in 10/15/20 years, it might be a good idea to think through how the board in this case interacts with nonvoting members.

I’ve finally had some time to dive into the pros and cons so I’ll throw my $0.02 into the mix. To make it easy to understand I’m going to copy and paste from Brian’s initial post and intersperse my comments but please see that as a respectful discussion rather than dissing or argumentative. I tremendously respect Brian’s perspective and thoughts as well as all he and the board members have done over the years. I’ve certainly not been able to make that kind of commitment.

I also followed the link Brian suggested for membership/directorship pros and cons and many of the links to material that link led to. And for anyone else’s convenience I provide the following two links which I followed and studied intensely, the first is to the current LMN bylaws and the second is to the applicable Michigan law [starting in about the middle of the document: NONPROFIT CORPORATION ACT (450.2101 - 450.3192)]:

https://wiki.lansingmakersnetwork.org/bylaws

http://www.legislature.mi.gov/(S(zosss4kpq2lsrmkxowfk0pd1))/documents/mcl/pdf/mcl-chap450.pdf

I also have belonged to many non-profits over the years several of which have been 501( c )( 3 ) qualified and of which I’ve been both a member and a board member from time to time. All of them have been membership based governance through a member elected board. In general I think the directorship model is most appropriate for a “doing for others” more “charity” like organization where significant monetary receipts are received and dispersed for the benefit of outsiders and where a (usually paid) CEO is executing for “the directors.”

Material from Brian’s initial post will be in quotes followed by my commentary.

“1.Separate governance of the space from membership in the space.”
I think it already is with an elected board.

“2.Provide the path for moving us away from a “private club” feeling.”
The “private club” (but only private in the sense one has to have the wherewithal to join) is one of the things I like. I’d like to see membership rise to significantly higher levels and the wherewithal requirement drop dramatically so the “private” would somewhat come out of the organization but that’s just me.

“3.Setup a path for improving the diversity of ideas and skills on the Board of Directors” and “1.The biggest challenge is one of growing the board of directors with the right skills and connections to grow the organization and help it succeed. Directors have to be members in the organization, which means recruitment is really asking potential directors to run for election. We made a change to the bylaws in 2016 to attempt to work around that by allowing the board to also appoint directors who wouldn’t be “members” per se, but this creates two paths to being a director and tries to be both a directorship and a membership basis at the same time which isn’t ideal.”
I’ve added the emphasis to the one sentence that is repudiated by the sentence following it. I wonder how, if the mechanism in place for outside (presumably) board members isn’t being used/working now, how will the change effect it? It would seem to me that a self-perpetuating board won’t make it any more “ideal.”

“2.There are many funders (actually, most) that will not consider providing funds to membership based organizations. The reason being that they have little assurance that the membership won’t override the board’s decisions and use their support differently than they intended.”
I’d like a little evidence that this actually has any truth to it and specifically has/is having any impact on LMN. Money/donations given to an organization with strings attached doesn’t loose those strings just because an organization’s membership votes. I’ve been in groups where money/donations came in with strings and (so far) the memberships have always honored those strings.

“3.The “membership” basis for nonprofits, is /usually/ used by organizations with annual membership terms. This means that the membership is relatively consistent from month to month. In our situation, with membership on a monthly basis, things like quorum are constantly fluctuating.
4.And perhaps the biggest reason: Because of the difficulties in the above (getting quorum at previous member meetings has been difficult at best), we haven’t been /operating/ like we’re a membership organization and haven’t been acting with the intent of the bylaws.”
These are both “quorum” issues and I believe the easy solution is to change the quorum from 50% of membership to a simple “a quorum is the number of members who show up at a meeting” with the proviso’s that 1. all meetings are scheduled more than 30 days in advance ( a fixed monthly or quarterly schedule would do that) and 2. that all “votes” require a mandatory two stages, once at an initial meeting or via presentation in “final” form in an announced (at least 2 weeks in advance) agenda or via presentation/discussion/and a first “final” form vote at a scheduled meeting and a second (at least) vote in again a “final” form announced at least two weeks prior to a second meetings vote on the motion. Such voting efforts are only needed on things the Board is not empowered to do but for which the members must participate. In my experience such things only come up about once a year on average and there is no hurry on them. Maybe we need to better understand where/if the present (or past) board members have felt an essential lack of empowerment that they should have had?

I don’t think Brian erred at all in establishing LMN initially as a membership non-profit. I suspect all we need is some bylaws tweaking but other than the suggestions about quorum (and even then) I’ve not made the effort to suggest specific wordsmithing.

I’d be interested in reviewing documentation (incorporation and bylaws) of other groups and discussing with their members how they feel about their structure and how long the groups have been around. I simply have no experience with the model so nothing on which to judge it one way or the other except by the fact that the membership model has worked for all the groups I’ve participated in for 50 plus years.

Enlightenment and other discussion welcome.

And if I get the sense that we do want to go to the directorship model then I’ll also be happy to contribute wordsmithing suggestions to the proposed Bylaws draft.

With the 2016 bylaws tweak have any LMN members been induced to or declined a year of service on the board? A 1 year commitment from someone the board really wants input from would probably suit some members better than running for election with a 3 year commitment.

How many outsiders have been approached and what can LMN offer them in return now (or with the proposed revision) that would make them feel that the “honor” of an LMN board position wasn’t just a come-on for some kind of touch?

@rossi.bossi Good questions. I would hope that your expectation of day-to-day pretty much continuing as it is now would be the case and, in fact, I would expect that. OTOH the change would certainly not guarantee that and would make correction harder than with the current membership model.

The general recourse of a directorship “losing touch” (or far worse) is that disgruntled “members” (AKA more typically contributors) take their resources to another organization, start a new organization, or simply abandon participation/contributing. Not great solutions if the original mission is still viable/desirable.

On the “legal” side, in either a membership or directorship model, the board is still legally liable for any acts they do or don’t do that are outside the range of good faith, due care, and loyalty to the organization. Neither incorporation papers nor bylaws ever remove that liability. The catch, of course, is always whether any person or persons would take the legal action of a civil suit with its time and dollar (and goodwill) and other costs.

An additional option for meeting quorum issues is to change the voting on at least some kinds of things from at-a-meeting-where-a-quorum-is-present to some form of electronic (or paper via USPS) voting where announcements had to be via email (or USPS) to all members of what was being voted on and the ballot casting deadline. That might require some finesse in bylaws wording to deal with members who bounce in and out by months; perhaps, if you’ve been or are a paid-up member for at least 3 months and your most recent month of membership is no more than 6 months ago on the date the balloting closes?

Hold your breath and jump. This gets deep fast. And don’t hesitate to comment.

Observations on the current bylaws (https://wiki.lansingmakersnetwork.org/bylaws) :
Currently there is no notice of meetings(/votes) other than for elections (VII.3.1) and bylaws changes (XV.1) (which is fine, so far)
No stipulated mechanism(s) for voting whatsoever (which is fine, let the how be decided as seems appropriate [generally] for each instance)
Currently no notice of Board removal/impeachment meetings/votes required or voting mechanism specified or who a member petition for such would be submitted to or how processed (which is not fine, effectively removal/impeachment is nearly impossible by members if the Board doesn’t support it though, yes, it should be hard but not that hard)
Only 3 things a Member can propose 1) amend bylaws/governing documents, 2) overturn Board Measures WITHIN 24 HOURS(+), 3) call into question actions of any Director (not so fine, members ought to have a mechanism to propose anything outside of presenting it to one or more Board members for their decision–or ignoring–not that actually I believe that ignoring would happen but the bylaws ought to cover it)

My proposed changes. I’ve marked material to be removed by enclosing in brackets and I marked new material by enclosing between asterisks (*) but I think the system has made that material into italicized text.

Article VI. Membership
VI.10.2 Proposals
Members may submit proposals for anything for which they have previously requested Board consideration and for which the result was unsatisfactory or no timely action occurred, including proposals to amend bylaws or other governing documentation, block or overturn Board Measures, or call into question the actions of any Director. Proposals must have at least three sponsoring members before being submitted to a vote of the members.
1. Proposals to [overturn] block Board Measures:
a. must be submitted to any board member within 24 hours of notice of the measure’s ratification provided by the Board, during which time such measure shall not be enacted.
b. shall block the 24-hour enactment of a Board Measure [if fully sponsored and submitted] and necessitate that the Board, within 3 days, provide to all members notice of 1) the said measure and its complete contents, 2) the proposal, including any rationale provided, and its sponsors, and 3) the opening and access to a secure electronic voting mechanism where the votes can both be kept confidential and the result accuracy guaranteed.
c. must be voted on within three ([3]7) days of [submission] notice and the opening of voting by a quorum of members as defined in Article X.1.
2. Proposal other than to block Board Measures:
a. must be submitted to any board member
b. the Board, within 7 days, must schedule and provide to all members notice of 1) a meeting at convenient date, time, and place no less than 30 days nor more than 60 days from the time of the notice at which the notice will be discussed, and 2) the proposal, including any rationale provided, and its sponsors.
c. If a vote at the end of the discussion meeting shows a majority of those present voting to pass the proposal, or an amended version of it, the Board will, within 7 days, provide to all members notice of 1) the final proposal approved at the discussion meeting and 2) the opening and access to a secure electronic voting mechanism where the votes can both be kept confidential and the result accuracy guaranteed.
d. Voting will be closed at the end of 7 days.

[2]3. Proposals passed by a majority of a quorum voting [the membership] shall become Member Measures.
[3]4. Member Measures shall take precedence over Board Measures.

Note: It is intentional that Board Measures can be overturned even if the 24 hour blocking window has been missed. I reserve the right to be wrong but I’m not remembering faithful notices of the passing of Board Measures (https://wiki.lansingmakersnetwork.org/board_measures/start).

Article VII. Board of Directors
VII.3.4 Removal / Impeachment
1. Any Director may be called before the membership or board of directors to be examined for perceived incompetence, fraud, misrepresentation, non-payment of membership dues, chronic absenteeism, or negligence of duties.
2. Removal by Membership
[a. If a Director is found to be impeachable, he or she may be removed from his or her position by a majority vote of the members.Note: removed to later with modifications]
[b]a. Any member of the Corporation, with at least two co-sponsors, may submit a petition to any board member calling the performance of any Director into question at any time.
b. Within 7 days of receipt of the petition the Board must, with the cooperation of the board member to be examined, or without such cooperation if such cooperation is not immediately forthcoming, schedule and provide to all members notice of 1) a meeting at a convenient date, time, and place no less than 30 days nor more than 60 days from the time of the notice, 2) the petition and its sponsors, and 3) any statement the Director to be examined wishes to present with the notice.
c. If a secret ballot vote at the end of the examination meeting, whether the director to be examined has appeared or not, shows a majority of those present voting to remove the Director the Board will, within 7 days, provide notice to all members of the opening and access to a secure electronic voting mechanism where the votes can both be kept confidential and the result accuracy guaranteed.
d. Voting will be closed at the end of 7 days and, if a majority of the members (not just those voting) vote for the Director’s removal, the director will be removed leaving a vacancy to be filled.

3. Removal by Board of Directors
a. If a director is found to be impeachable by a majority vote of the directors, he or she may be removed from his or her position by a majority vote of the Directors.

Note: The majority-of-members voting for removal of a director rather than just a majority of a voting quorum is intentional.

[VII.3.4 Impeachment 1-3 should be removed from the current bylaws in its entirety, I believe it is a spurious remnant of a prior version.]

Article X. Voting
X.1 Members
1. Except as explicitly defined otherwise in these Bylaws, voting matters placed before the membership must be approved by a simple majority to pass.
2. Each member has one (1) vote equal to that of any other member.
3. In any matter requiring a quorum of members, a quorum shall be defined as a the lesser of the majority of all members eligible to vote or [25]10 members.
4. A proposal passed by the membership becomes a Member Measure.

Note: The quorum has been reduced but in places where I think it matters I think the explicit voting processes should alleviate any current problems with obtaining a quorum and all without completely removing any power from members individually or as a group.

Other thoughts welcome.

One of the parts of my job as board president (note, no quotes around job, despite my volunteer capacity I very much consider running and growing the Makerspace as a job I’ve graciously been allowed to do, and one I take seriously) is interacting with leaders at spaces across the country. Every trip I take be it for personal or professional reasons, I make it a point to find the local makerspace and see if I can find an afternoon to talk to them about how they run things, how they’re structured, what works, what doesn’t and everything in between. There’s a great breadth in how spaces are structured and how they operate, from spaces that are striving to work in their communities to instill maker culture, to others that are focused solely on the access to equipment (and every variation in between). I also spend a great deal of time reading and learning everything I can digest about how to lead and grow a nonprofit organization—looking for things that work and places that we can do better.

The key here, I believe, is who is the makerspace trying to serve? From the beginning, the goal of LMN has been to create a shared community resource that we could use to build a stronger maker community. Members are one VERY important piece of that community, but we also serve the students in our classes, the organizations we partner with that share pieces of our mission and even the broader community as a whole (I don’t believe you yourself have to be a maker to benefit from what a strong local maker community provides).

The Board of Directors has reached the point where we feel the need to expand our ranks to include people who share in that broader vision of a maker community centered around a shared space where that vision’s rubber meets the road. We’re asking the membership to consider this structural change so that we can recruit board members that will help us build a stronger, more robust community resource. I have had conversations with potential board members who when discussing our structure are uneasy about why they should come work in a structure where they aren’t duty bound to the community they are being recruited to serve . Changing our structure will help focus our legal responsibilities on our community and our mission. Our nonprofit purposes that we’ve spelled out to the state of Michigan and the IRS aren’t changing. One of those purposes is to provide a shared community workshop for members to access.

I take the community we’ve built here very seriously. If you’ve been to the space in the last 5 years, you’ve probably noticed that I’m there with you and it isn’t because I need to use the table saw. I’m there to make sure we’re doing everything we can to make LMN work now and into the future. I didn’t bring this proposal forward through a lack of understanding of the terms, I brought it because I genuinely believe this is the next evolution of the organization that runs our makerspace.

As James rightly pointed out, directors legal responsibilities (duty of care, duty of loyalty and duty of obedience) can’t be changed (nor are we trying to change them). (More on directors legal duties are here: http://grantspace.org/tools/knowledge-base/nonprofit-management/accountability/legal-duties-of-the-nonprofit-board ). As for day to day for members, I can’t predict the future, but I can tell you that any changes that may come later, will have the same rigor of consideration for the people we serve as they always have had. We’re obligated to do so.

I know this change isn’t something to be taken lightly, and it’s encouraging to me to see such passion for protecting what we’ve all come to love about LMN. I know undoubtedly my fellow directors would tell you they share that passion as well (and I hope they will) The undercurrent here seems to be worries that the board will elect to not keep the members interests at heart. To that end, I’ll add an ex-officio board position elected by the membership for 1 year terms at an annual meeting of the members to the proposed bylaws. That would ensure that members are still represented officially at the table. I’ll draft that change and get it added to the proposal version ASAP.

I’d invite everyone to take another look at the LMN vision that was shared a while back. This is still the vision we’re working toward (if anything our goals have become bigger). (I can’t seem to find the original post where this was shared, but I think that’s because it was shared on the mailing list before the talk site was up and running.)

I’d like quote from myself when I was running for the board:

"As a long standing member of the Lansing Makers Network, I’d like to become a board member because it will allow me to be more actively involved in community outreach, ideas to try and grow the membership as well as be a voice for member concerns. I care a great deal about the existence of the Lansing Makers Network and encouraging people to be involved with arts, science and technology. "

One of the things I wanted to do was be a voice for member concerns.

Jim, I don’t think you’re wrong to have some fear for this proposed change, I can assure you that all of the board members want nothing more than to see this space succeed. I’d like to address some of the things brought up in your first message:

“I’d like to see membership rise to significantly higher levels and the wherewithal requirement drop dramatically so the “private” would somewhat come out of the organization but that’s just me.”

We do too! (And I speak for everyone on the board when I say that, as we’ve talked about it many times trying to find ways we can reduce / and even eliminate the costs to members and allow for even more community access to the space)

As we grow and, this change has been thought about and is directly related to making that happen. Our main source of funding cannot stay membership dues for us to reach the goals we want. We need someone who’s job is to seek that outside funding.

I do want to ask because I’m not at the space when you are very often, do you feel that the board is not meeting your needs at the space? Have you addressed any board members to have these conversations in person? I’m trying to understand, having a hard time following this whole thread.

Joe

@Members (check the prior posts in this thread if you haven’t already)

I posed several questions in my prior responses for which I don’t believe I’ve gotten answers from the board:

  1. I wonder how, if the mechanism in place for outside (presumably) board members isn’t being used/working now, how will the change effect it?
  2. I’d like a little evidence that this [failure to successfully get money/donations] actually has any truth to it and specifically has/is having any impact on LMN.
  3. Maybe we need to better understand where/if the present (or past) board members have felt an essential lack of empowerment that they should have had?
  4. With the 2016 bylaws tweak have any LMN members been induced to or declined a year of service on the board?
  5. How many outsiders have been approached and what can LMN offer them in return now (or with the proposed revision) that would make them feel that the “honor” of an LMN board position wasn’t just a come-on for some kind of touch?

Brian in his most recent post brings up the following two items:

  1. Who do we serve? Or are we trying to serve? I’d say the members, anyone we invite to our classes, and those we serve in (volunteer) community outreach. At least a couple of those also have the goal of recruiting members.
  2. A concern that my worries are about a board not keeping member interests at heart. Indeed such are my worries. And not so much for the current board but for future boards that aren’t made up so much of founders. And especially so if the board’s major goal is getting money to pay themselves (and/or cronies?). (More on paid positions below.)

And I very much appreciate Brian’s willingness to add an ex-officio (but why ex-officio?) member elected board position but ask, is that enough?

Joe also brings up at least 4 items:

  1. Cheaper membership. My wish is not about reducing membership to $0 but substantially less than $50/80, perhaps more to $20/30 or so with the paid in advance discounts at some level also. I think higher membership numbers should support that, not paid funding seekers.
  2. Increased membership. Joe’s position appears to be that membership should be increased by paid staff. I believe our main source of funding should stay membership dues. I think our question should be more along the lines of how do we increase membership (and I think we actually are), perhaps in faster ways with self-funded/volunteer efforts.
  3. The goals we want. I ask what exactly are these goals that “we want” that preclude membership dues(/volunteers) from achieving them? Who set them? Do the members support them?
  4. Fundraiser job position. Why do we need someone whose job is seeking outside funding (presumably mainly to pay whoever the [self perpetuating] board wants to pay)? Is there an economic analysis of incomes and outgoes that supports specified outcomes that funders will be eager (or at least willing) to contribute to?

And in answer to Joe’s questions, I think the board currently IS meeting my needs at the space. I’m not there very often because my current big project simply is much easier to accomplish with the tools I have at home.

The thrust of my point is that a membership organization is much preferable to me than one run by a self-perpetuating board and particularly so if such a board has a concentration on getting external funds with which to pay (presumably mostly) themselves. I have no objections to paying members or non-members for services actually rendered whether that be in terms of waived dues for a designated time or even a lifetime or in terms of “salary” for specific performance/time expectations. I also definitely want members to have their own dollars in the game through reasonable dues because I think that both proves interest and better ensures personal responsibility. (I think Brian in particular, but not necessarily the less others, is doing a fantastic “job” and, given current membership levels, I’d be very enthusiastic if he were voted full paid-up membership for life. And that still wouldn’t necessarily preclude him from some stipend for specific services to be rendered either.)

My position is basically that the membership model is working but it could benefit from a few bylaws tweaks such as I’ve suggested. I’m not seeing any clear evidence or reason (rationales are not necessarily reasons) that the current Lansing Makers Network incorporation model should be switched to a self-perpetuating board with a whole new set of bylaws. I firmly believe that we can stay with the current membership model and achieve whatever our goals are even should we wish to pay for some future services or elicit donations.

More discussion from more members is certainly welcome. (I’ve specifically flagged this for email distribution in the hope that it will elicit more comments.)

Well I will say that I have been watching this thread since it was made and while much of it is over my head in terms of ramifications I think the things @jimwhite has proposed have merit.

I suppose that I should throw my two cents into the discussion. To me it seems like taking away the power to vote for ANY reason is a step too far. Our members have the right to help shape this community. And honestly in my time at LMN I cant remember a vote not going the way the board hoped for anyway. If voting is a problem with potential donors then perhaps we should really focus on increasing membership.

I’m sorry if that is frustratingly over simplified but as it stands, thats how I see it.

Also I was waiting to weight in because I know my opinion is too simple and Jim was doing an excellent job of providing alternatives

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So, since I was part of what sparked the question of what happens if we don’t like what the board is doing, I do actually want to weigh in here and say that I’m generally in favor of this change in bylaws. Admittedly, I’ve been a member for less time than many of the people in this community (though I’m in the space a lot), but I get the impression the space is more or less run by the directors as is. I certainly haven’t gotten the impression most members of the space choose to engage in active governance or regularly vote on matters of the big picture of the space.

@Alex, I agree with you that the members should and do have the right to help shape the community, but I don’t see this change as disempowering us from doing that. We shape the community by bringing ideas for the space to the board. We shape the community by proposing classes and engaging in conversations like this one on the talk site. This change doesn’t seem to take that away from us, but it does more actively empower the board to (pardon my wording) direct the values of that community toward a bigger picture set of goals.

It seems to me that the need for a Bylaws change would be a good thing for LMN. The board of directors job is to seek funding and advertise our group and that is what we need. Anyone that intends to help fund use is going to expect that we are organized like most other Not For profits.

Well James, you seem to have made up your mind and are fighting tooth and nail to keep LMN a membership organization. After reading your website [inventorhome.com], it seems you have a fairly large bent against directorship nonprofits. I will respect your convictions and not try to convince you otherwise.

I’ll just tell everyone else what I think. As the first member, long-time board member and a frequent denizen of the makerspace, Here’s my take.

Brian is right. LMN needs to transition to a directorship so we can grow into the organization that better befits our vision and mission statement. It will open up doors and make it easier to expand and grow the space to the benefit of our community.

Anything after this is flavor text; tl:dr…unless you want to.

LMN for me, and stated in our vision, was never supposed to be a just a small club for mostly aging white guys to hang out and play with super cool big toys. We wanted to affect the people of the Lansing area and serve them like only a makerspace can.

Don’t get me wrong, as an aging white guy, I totally love playing with super cool toys. But bringing making and the resourcefulness that comes from making to people in our community is my goal. The founding members and board members all had this drive in one shape or another. Brian especially so. Some wanted to promote recycling and reduce waste. Some wanted to teach and inform. Some wanted to make a place for all makers to learn and share. Me, I love that look. The look on someone’s face when I table somewhere or teach a class. That epiphany when it clicks and they realize that they can totally make that thing. There’s joy in that look.

Well, it’s been 5 years and we’ve done some great stuff and moved forward in our vision. Makerspaces aren’t easily definable but I think we’ve voiced the organization’s vision very well. We’ve overcome hurdles, made strides and leaped tall buildings and I so love where we are as an organization. Could we have pushed ourselves harder? Yep. Except Brian, he’s kicking ass at full capacity in his job making our makerspace awesome. (Seriously, thank you Brian.) But to move towards the mission of LMN and the vision for LMN, we have to develop and improve as an organization. Brian is right. Moving to a directorship is the best way to do that.

Why?

Membership organizations are structured for usually small, static, single direction entities. Organizations like the Blacksmiths of Woldumar, Woodworkers Guild, my cousin’s motorcycle club, and presumably the inventor organizations James has been part of. They don’t have to change much and don’t usually go through much money in the grand scheme of things. There are a few exceptions but even those have had issues being a membership organization. The Sierra Club almost got taken over by an influx of new members with, for some reason, an anti-immigration agenda. The NRA in 1977 is also a good example.

The large majority of medium to large nonprofit organizations are directorships. Good local examples are Impression 5, The Arts Council, Lansing Symphony, and the Women’s Center. Directorship organizations are structured so the organization may more easily change and grow when needed. The small decision making entity (the executive director and board of directors) allows for adaptability and agility. When an organization gets to a certain size they need that flexibility.

This doesn’t mean that going to a directorship will alter the way you have a say in the operation of the space. The board and executive director are still beholden to the you. You are the heart and soul of LMN. And the board will have to change as well by being more available to you and your concerns. We’ll have to earn your trust if we already haven’t. We might even ask you to help us out once in a while when you have time. We’re all in this together.

Well, thanks for letting me bend your ear. I hope it wasn’t too tedious. Please share your feelings or any questions you have on this issue.

Happy Making!

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I won’t say I’ve made up my mind but will say I’ve heard no convincing arguments. Keep the “vision” statement @brian.adams shared separate from the “mission” statement at https://wiki.lansingmakersnetwork.org/mission_statement. And the more I see my questions ignored the less than convinced I’ll probably stay.

Maybe look at the Sierra Club through the other end of the telescope and see how your perspective changes. If it had been their board with the “new idea” and it was self-perpetuating the membership would have had no way to keep the organization on track.

Great to see a discussion going.

Per the bylaws (both current and proposed), the board are prohibited from receiving compensation. More on the logical fallacy that they would be likely to do this later.

Ex-officio members of a body are full voting members unless defined otherwise (which I didn’t suggest). The position would be ex-officio because it would be granted as a result of holding the title of “member representative”. This is a common misunderstanding of the term ex-officio.

Higher membership numbers, more classes, external funding, additional programming will all support this goal faster than increasing membership alone.

They really don’t have that goal. It’s a great thing when it happens, but our experience has been that class participants rarely convert to members (there are different motivations at play).

We’ve shared the vision for the space. The document was originally drafted by me through consultation with members and directors who voiced a desire for better facilities, more and better equipment, more community involvement and stability of the makerspace financially and structurally.

It’s been outlined already here. The board needs to ability attract external funding, recruit board members with the right skills and connections to fulfill the vision of the space.

Also already outlined here. The change didn’t effectively provide that outside board members would be doing more than supporting a club (LMN is not and never has been a club, we would not have been granted c3 status if we were) given that the structure of the organization is that of a club and their decisions are subject to rejection by the members.

I don’t know what evidence you’d like to be provided. I will not call out funders who have expressed concern. That’s incredibly poor form.

If your opinion of why people serve on nonprofit boards is for the “honor” I would implore you to actually research successful nonprofit governance (not just clubs) and the very real responsibility it entails. The motivation is to support the mission of the nonprofit. And it’s a lot of work when it’s taken seriously. So one shouldn’t do it for the “honor” but rather because one enjoys the work and believes in the mission.

Why do you presume that? There not a good reason to assume that the board would misuse funds (and if your implication isn’t that they would be misused, then yes, the board would be paying for programs, equipment, and services that it would “like” to pay because they serve to advance the mission of the organization. (It’s their job, regardless of structure.))

This statement is thick with logical inconsistencies and bias against nonprofits (which is not borne out with reality). If the board were to be using funds to pay themselves, the community and funders would cease to support them, making the funds unavailable for them to pay themselves…and it all breaks down. It just doesn’t make sense logically. You don’t even have to believe in altruism to see that An external funder and community members would be very unlikely to support an organization that allows this direct compensation. The only way for there to be funds available (through external funding, purchase and use of services, or individual philanthropy) is for the organization to show a track record and/or a plan for fulfilling or furthering this mission through the application of those funds. The examples you probably are thinking are things like the Hershey Foundation in PA (which is particularly deplorable). But they don’t get their funds from donations/external sources. It comes from the shares in the Hershey Corporation the foundation owns (bequeathed by the corporations founders) and self-perpetuating existing assets (interest earned).

Man it would be super cool if that were the case here, but it inarguably never will be.

The point is the type of doom and gloom you’re purporting just isn’t realistic. It’s much more realistic that the board (and it’s community of supporters… the members and patrons) will have the tools to grow the organization effectively.

Below are some good books for those that are interested in good nonprofit governance. I have physical copies of these for anyone who’d like to borrow them. (Many of them are already on the shelf at the makerspace).

The Little Book of Boards: A Board Member’s Handbook for Small (and Very Small) Nonprofits https://www.amazon.com/dp/B00MU6J3EG/

The Board Book: An Insider’s Guide for Directors and Trustees https://www.amazon.com/dp/0393342891/

Smart Stewardship for Nonprofits: Making the Right Decision in Good Times and Bad https://www.amazon.com/dp/1118083679

The Little Book of Gold: Fundraising for Small (and Very Small) Nonprofits https://www.amazon.com/dp/147520521X

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Warning: It’s late, I’m tired, and this is more of a collection of thoughts rather than a well crafted proposal, but if I don’t do it now, I’m not likely to say anything…

First some background on me:

I have been a “sometimes” member for the last six-ish years, and while I have never served on the board I really wish I could, as I very strongly believe in the mission and vision of the space–making and sharing the wonders of creating bring a lot of joy to my life. Hopefully, some day I’ll be able to give back more.

My only experience with non-profits outside of LMN has been Boy Scouts and the church I’m a member of. Both are governances, both have great missions to accomplish good in the communities they’re a part of and for their members. I’ve also worked within for-profit companies that both do and some that don’t take seriously the input of their customers and their employees.

Now my thoughts:

I do share some of the concerns of @jimwhite that the general membership might not have enough say in the future direction of LMN. However, I am also really in favor of a somewhat independent board that can act within a larger context, with a broader view of the effects of current decisions over time. I really don’t think that, for the most part, the majority of members make the time to delve into the background, data, and other information needed to make good decisions about a lot of the more important issues. That’s what the board is for. I do like the idea of a board member (or 2+ depending on the size of the board?) being elected by the dues-paying general membership of LMN.

To reinforce what @zimmer62 has said, in the many years of being a part of the (growing) LMN, I don’t think there’s ever been a time when getting more membership hasn’t been a priority–along with making sure the space was progressing in a positive, vision-driven direction. The board is already focusing on it.

Obtaining external funding is a BIG job. It takes lots of time. Time is limited so has value. For most people that are good at grant writing, PRing, donation gathering, and other forms of fund acquisition, the compensation they require is money. So, to me, it makes sense that persons that spend significant amounts of time to benefit the organization should be “hired” with financial benefits. If we want to move forward faster–or perhaps even at all–we need people that have expertise that’s beyond what any of us have and could give for free. Of course, the members of the board will still be pretty much doing that anyway (i.e. working for free).

And…the point of paying people isn’t to make paid jobs, it’s to grow the organization and provide more opportunities that everyone can benefit from.

I’m really happy with how LMN has progressed, love the trajectory we’re on, am super grateful for those that have so freely given of their time, and so am more than willing to support this change of governance.

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