Special Membership Meeting Oct 2nd @ 7:00pm and Temporary membership freeze

Administration
1

@Members

At our last board meeting, the board voted to schedule a special meeting of the members to vote on a proposal to change our organization structure from membership to a directorship.

The meeting has been scheduled for October 2nd @ 7:00pm

On the advice of Loomis Law who we engaged to advise us on the necessary legal procedures for considering this change, the board of directors approved a temporary freeze on voting memberships to facilitate the legal notice period required for this vote. The full text of the board proposal that was passed is available here: https://wiki.lansingmakersnetwork.org/board_measures/board_proposal_045

The basics of this are:

  • Beginning Saturday, August 25th we will freeze new memberships

  • We will still provide access to the space for the same monthly fees for anyone joining or re-joining during the membership freeze, but those individuals will not be added as members during the freeze.

  • Those members in good standing and eligible to vote as of August 25th will be sent official notice (by mail) of the upcoming special meeting on October 2nd.

  • Members must remain in good standing to be eligible to vote at the October 2nd meeting. If your membership expires during the notice period, you will need to have renewed your membership by the date of the meeting. Our normal procedures for membership renewals will remain the same (7 day grace period to renew without being considered “lapsed”).

  • If the proposal to change our structure fails to pass any individual who joined during the freeze will automatically convert to a normal member.

Included below is the draft of the notice that will be sent to members as of August 25th, 2018. Note that it is only noted as a draft because we can’t fill in the total number of members on page 3 until we have the roster as of August 25th. No other changes are expected to this notice statement.

If your address has changed since you joined LMN, please be sure to let us know that so we can send the notice to your correct address

You can update your address by going to https://members.lansingmakersnetwork.org/ and clicking on your name and then “Address/Info” or send an email to info@lansingmakersnetwork.org and we can update it for you.

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Notice and Information Statement 20180823.pdf (1.5 MB)

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@members

I’m not sure my powers extend to having the @members work to cause an email of this to be sent to all members so if you’re an admin with such powers and you don’t receive an email with this posting, please copy and repost it or if you’re not an admin type and you see this on the “talk” site without receiving it via email, please let me know ASAP. Thanks.

I’ve still not seen any arguments that have convinced me that as an organization LMN (and its members in general) will be better off with a board that is beholden only to themselves as long is there a colorable argument for whatever they do that it “is” within the charter of LMN. You can, and should, review all the arguments presented at Proposed revisions to bylaws and articles of incorporation for yourself and arrive at your own conclusion. I suggest that you follow some of the links provided and study them too before making a decision.

So that said, if you are a member and you want to vote against the change in charter (and bylaws) and are not sure you will be able to be present or you would, if possible, prefer your vote be anonymous, you need to be sure that first you are an active member on SATURDAY, AUGUST 25, 2018 by visiting https://members.lansingmakersnetwork.org/ and being sure (by “Extend”ing your membership if necessary) your membership extends beyond OCTOBER 2, 2018. Also be sure your US Post Office mailing address is entered in your profile by navigating the “[your name]” menu choice (of the same URL) then in the “Address/Info” tab, updating and saving any changes.

Once you are sure you will be eligible to vote, wait until you receive your notice and the blank PROXY form. You may fill in the form and send it to me knowing that I will make every effort to be sure that your vote is either cast against the charter change on October 2 or is effectively against the charter change by not being voted since that has exactly the same effect. You can, of course, make sure you are an eligible member and optionally 1) not show up at the meeting, 2) show up and vote nay, 3) show up and abstain with exactly the same effect as a no vote.

Should you send me your proxy I will also make the effort to be sure that your vote remains anonymous but I cannot guarantee that it will. First, if I get in hand more than 1/3 of the membership total count of proxy forms I may or may not attend the October 2 meeting thus simply abstaining all the proxies I have knowing that there can be no positive vote count sufficient to approve the charter change. In the highly unlikely circumstance that an over 2/3 positive vote should be recorded anyway it would mean some proxy chicanery was afoot and I would ask Loomis Law to audit the proxies I have, and possibly the proxies that others submit in evidence of their cast proxy votes. (An audit probably would entail your responding to a mailed request to recertify to Loomis Law who had your true proxy).

Where it gets iffy as to whether your anonymity can be protected or not is if, counting supposedly yes proxies, at least 2/3 of the membership is accounted “present” and I have proxies numbering less than 1/3 of the membership. I would still not disclose your proxy unless a positive vote for a charter change occurred and it seemed appropriate to me that my proxies in hand be checked against those voted to be sure there was no one that was signed on two proxy forms.

Basically it really is as simple as abstention has the same effect as a no vote and if you stay away from the October 2 meeting no one will know whether you were for or against, they will only be able to guess. The only reason to send your proxy to me is to guarantee that you are not proxy voted as a yes (assuming you don’t also send signed proxy forms to others which would, of course, screw up the voting and should get you kicked out of the LMN regardless).

My mailing address is: James E. White, 4107 Breakwater Dr, Okemos, MI 48864

(And should anyone be confused and send me their proxy form and state that they wanted me to vote for the charter change on their behalf, I would honor that too but the assumption will be that if there is no indication of how to vote included that I will vote the proxy no or, most likely, abstain it.)

Don’t hesitate to ask questions if you are not understanding something.

3

I’m really sorry for my tone in this message. This is not how I prefer to operate, but frankly, I’m tired.

Its really hard to continue to be polite to a non-participant in this community trying to tell the community what is right for it and to continue to try and sow mistrust in the governance of our organization, a group that has worked tirelessly to support the needs of the members and continue to build something that we’re all very proud of.

There have been numerous explanations as to why this is the right move for our community. The vast majority of members I’ve talked to about this are in support of it. But, we’re governed by our members, and so we’re calling for a vote.

I want to be clear, what you’ve outlined here (attempting to prevent quorum by gathering proxies against and refusing to attend if you don’t get enough) is attempting to subvert this community to your own design, potentially against the will of its participants. This is not what good community leadership should look like in my opinion.

Clarifying some points, to avoid confusion.

  • We have not engaged Loomis Law to certify the election. Only to advise us on the correct procedure to make this change and to prepare the formal notice to ensure that it meets the requirements of the Non Profit Corporations Act.
  • There is no expectation or requirement that this be a secret ballot.
  • The board has zero desire to subvert the will of the community.
  • Tagging @Members is restricted to admins of this forum. We only use it for official announcements (which is why my reply is not tagged, as its not an announcement).

And finally, my opinion, and mine alone:

Every expert on nonprofit governance I have discussed this with has agreed this is a positive move for this organization to grow effectively and support its members and the greater community. The board is absolutely not beholden only to themselves. Full stop. This is a blatant attempt to sow distrust. The organization does not exist without its community of support. To say that the board is only beholden to itself is to suggest that the goal of this change is to wrap up the makerspace and start the process of shutting it down. It is devoid of logic and reason.

I don’t expect James to put his trust in my leadership, but those of you who have participated here at the space know full well that I am only interested in this community succeeding.

4

James,

You, like all of us, may of course have any opinion on this vote, express it freely and passionately,
and make your best argument to convince everyone else. But the implication that the board might engage
in something underhanded in counting the votes is simply beyond the pale. This insults people I have
come to know very well over a period of six years, and have great respect for. You insult me, too.

I have been heavily involved with LMN from its first day, and can tell you categorically that nobody
currently on the board, or any of the prior members, myself included, would engage in anything
dishonest, or tolerate it if anyone else did. I would not stay here long if I saw anything like that. This organization is very well run, by a very dedicated group of people. The board takes their responsibility seriously, as I did when I was a board member and our first treasurer.

Your argument against the proposal seems to be just that it opens the door to potential trouble. But if we
were dishonest, we would already be acting badly. And the same will be true for a future board. If you have
a specific, articulable, and realistic concern, please spell it out. As for accountability to the membership,
they’re paying to be here, and will not for long if they are not well served. And any future deep-pocketed
donors will follow them out the door, and the board will be left the board of directors of nothing.

5

First let me note that collecting negative proxies is in no way an attempt to prevent a quorum, it’s a way to make sure people’s votes are cast in the way they want while (hopefully, but not guaranteed) staying anonymous. Should more than a third of the membership prefer their vote be cast negatively and there be no chance of chicanery with it that does not prevent a quorum showing up at a meeting and voting. The simple fact though is that should I receive that many proxies, the proposed change fails regardless of who makes the effort to get to a special meeting. There is absolutely no way I could subvert the will of the membership to my own design by my suggested method of simply abstaining the votes by not showing up October 2. If someone were to send me a proxy they wanted a yes vote for and I didn’t take it to the meeting and vote it accordingly then, yes, maybe that could subvert the will of at least one person and potentially the full membership but I have no intention of doing that (and respectfully request no yes intended proxy forms be sent to me just so it can’t happen accidentally or otherwise).

Unfortunately, though without evidence, I fear that there are enough members that are likely to be proxy naive and who, while wishing to vote no, would think they needed to complete the proxy form, putting in some name they believe will attend and mailing it to the space or giving it over to someone that they don’t know how they will vote it. I also believe, with plenty of worldwide evidence, that a secret ballot is the only proper way to conduct this vote, anything else, whether intentionally or not could be felt as coercive by some and influence them to vote against their desire.

And I do put my trust in your leadership Brian and I believe that LMN is succeeding and will continue to succeed under your leadership even without a change to a directorship.

6

Thanks for your feedback Carl. I don’t see where I accused the board of anything. I think what I’ve done is presented a process where abuse of proxies by anyone, me, the board, any other members, would be pretty hard to get away with and given the difficulty and the likelihood of getting caught at it potentially could forestall any such attempt. I have been in an organization where proxy voting was abused (by a board member no less since we only did proxy voting at board meetings) and when he was caught out he politely left the organization. But no one knows what votes that passed or failed by one over the couple of years he might have done it would have turned out differently and it left a pretty bitter aftertaste.

I heartily agree with you that the present board members honestly believe they are acting in LMN’s best interests. Given continuance of the current membership charter and the basic nature of people in general I think full honest integrity is more likely to continue than it would under a directorship charter where the board effectively had no membership check other than people (and/or donors) voting with their feet and leaving. And I think that is particularly true when we start talking salaried employees who can also be board members. Money, and the continued flow of it, I’m sure has contributed to more than one self-interest-over-organizational-interest vote in many organizations over the years and I’d like to see the chance of that in LMN stay as small as possible.

I’m also keenly aware that people can, and do, often innocently do, or excuse, (little) action oversights that just happen to favor their position (and even might, but not for certain, subvert the will of the membership). Several examples can be found in this thread.