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.
- Separate governance of the space from membership in the space.
- 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) .
- Setup a path for improving the diversity of ideas and skills on the Board of Directors
Concerns you may have:
- No, this isn’t because the Board is interested in any sweeping changes to how LMN functions.
- 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).
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:
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.
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.
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.
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.