Proposed revisions to bylaws and articles of incorporation

I’ll try and keep the quoting short so just be aware I’ve been selective of only the ones I see as of most significance.

This is just not so. Board members under either bylaws scenario are not compensated for being board members. However if the board wished to create a paid position there is nothing that prohibits it from doing so and appointing one of its ongoing members to that paid position, even President/CEO.

I’ve not seen a draft of the proposed language yet but I’d simply suggest that adding to the board elections section (III.4) a simple sentence to the effect that “One Director will be elected by the dues paying members every year for a 2 year term and any vacancy in the member elected Directors will be filled by a member election as promptly as practical.” No “ex-officio” about it. Whether the first year goes with only one member elected board member or some mechanism is set to establish 2 with one being only for 1 year I leave open. I’ll also note that no actual mechanism for achieving staggering in the self-perpetuating board is provided in the proposed bylaws.

The answer completely sidesteps the question.

No argument with that or even pay as I’ve stated before. But I’m still not seeing

Okay, so we wholeheartedly agree with that statement. Who do you envision these paid staff to be? How much money goes into that in the vision? How much goes to charitable benefits to whom? What has been scoped out that will clearly show prospective funders that the envisioned LMN and space isn’t a 90% or so for “me” and maybe 10% for “actual service” organization? (“me” being LMN, it members, and paid staff)

And, of course, I strongly encourage other to get involved in the discussion regardless of which side. Pros and cons of specific clauses in the proposed new bylaws or in my proposed changes to the existing ones welcome too.

TO ALL (originally at the bottom of my post, but why bury the lead. :slight_smile: )

I appreciate the input from everyone who’s chimed in. It’s exciting to me that LMN is even in a position where we need to be having this conversation. Since we’ve started this conversation I’ve made it a point talk to members at the space about their feelings on this topic and LMN in general. The support you have voiced for the community you participate in has been uplifting. I absolutely respect that many of you expressed in those conversations that you haven’t felt like you could speak out with any personal knowledgeable conviction on the change.

I also want to be clear, no one is suggesting that this change is a magical switch that once flipped will result in riches falling upon LMN. It will continue to require the dedicated effort of individuals to achieve. This change is being proposed because we’re looking to the future, not because we’re worried about today.

It’s absolutely so. The board could hire someone who was a former board member, but that would require that new hire to resign from their board position. They would then report to the board through whatever staff structure exists. (Only the President/CEO is directly controlled by the board per the proposed bylaws and good governance/management structures for nonprofits). This would also be a violation of our conflict of interest policy and of interest to the IRS.
https://www.irs.gov/charities-non-profits/form-1023-purpose-of-conflict-of-interest-policy

I don’t see the scenario you (seem) to be predicting playing out. If the board decides to hire someone, it would only make sense for them to do so because they posses the skills/abilities/motivations to further the mission and improve the organization. Doing anything else would jeopardize their ability to continue to get funding. There just isn’t the incentive.

I’ve updated the draft document with the sentiment. Before any vote occurs we’ll be having the bylaws reviewed by an attorney. We’ll follow their suggestion for how to word this.

It answers your question more completely. Though admittedly probably not the way you want. I chose to answer the question of why non-members have been reluctant to join (and also why I’ve been reluctant to push them on it). The number of conversations I’ve had is much less relevant than the big picture here.

Most of these are questions only future budget cycles and their approval processes can answer. Paid staff will only make sense when they can be justified financially and/or operationally. The board would need to evaluate all the factors involved in making a hiring decision (as they would do now… seeing as how the board already has the ability to create and hire a position).

I think the vision lays out pretty well what is envisioned for LMN to do for its members and the community. I’m not sure how you want to divide this up, and I’m not sure what “actual service” means given your convictions. The service provided to the community (including members) would need to be the bulk of what LMN does to attract support (of all types) and maintain the legality of its 501©3 status. All of our work would need to be in furtherance of the mission. Doing the mission and being able to demonstrate/document the mission are both parts of the puzzle that would be navigated by the board.

I repeat, there is absolutely nothing in the IRS regulations that prohibit board members from also holding paid positions and in fact a great part of the annual filing requirements are (as Brian’s link above shows) precisely intended to show such relationships. Further digging will get you to https://www.irs.gov/instructions/i1023#idm140075687342544 where Appendix A provides a sample Conflict of Interest Policy that includes this statement:

A financial interest isn’t necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.

There is nothing in the proposed bylaws (or the revised one which is at ???) either that even hints otherwise but such is irrelevant anyway since the proposed bylaws and the directorship structure allow the directors to pretty much change the rules at will with the only limitations being that 1) members must vote with their feet, 2) donors must also vote with their dollars, or lack thereof, 3) a member or members or donors could bring a civil suit, or 4) there could be some kind of IRS (very low probability) crackdown.

I’m not predicting any particular scenario. I’m merely emphasizing what the proposed switch from membership to directorship control allows. And I see lots of financial incentive for a board (which absolutely can pay itself) to possibly go awry. I suspect current board members would not go awry but that they would pay at least some of themselves (properly done, nothing wrong with that). But current is not all possible futures either. Once LMN is out of member hands it is out of member hands with little real recourse.

I too would love to see piles of donated money that would reduce the dues and scads of super equipment to do things with but so far I’m not seeing any convincing, substantive evidence that giving up membership control will actually achieve that.