DOWNTOWN NEIGHBOURHOOD ASSOCIATION

Meeting Minutes 12.11.29 – Call for Directors, By-law Review

Sorry for the tardiness, but here are some notes from our meeting from last Thursday, November 29th.

There was still some talk about recruiting our first board of directors.  We are looking for Directors at Large: in a nutshell – if you can meet for 8 times a year and would like to be part of the voting that takes place during the year, we are looking for you.  We need at least 8 people to sit on this board and we are about half way there.  If you are interested, please email us.  We will be devoting a few meetings in the new year to move towards forming our first board of directors for the membership to vote on at the end of January next year.

We also took a good look at the by-laws and we were able to come up with a few revisions.  You’ll find the revised copy of the by-laws at the bottom of this post.  Here are some major changes that we made to the document which, again, is all up for revision until we find “the one” that we pass in January.

Revisions in no particular order:

  • General membership is currently defined as anyone who support the purpose of this association, and is identified by signing in at each meeting of the association.  These people are kept on a General Membership listing (of emails, in general) until they ask to be removed from the listing by unsubscribing or by letting us know.  There was some debate to problems that could occur with voting and accountability, but we decided, for now, to keep this definition as loose as it is for now.  Revisions to this can be made later if it ever becomes a point of contention.
  • Under “7.8 Dissolution”, there are currently blanks left for us to fill.  This section is intended to be the association’s benefactor if it ever comes to the point that dissolution is the solution.  We recommended that our records would, under some kind of agreement with them, would be left with the current city Councillor of our ward up to and until another similar association takes the place of the DCRA.
  • 7.4 and 7.5 under Financial year and audit have been merged. For an organization of this current scope and size, it was decided with the help of some of our more business savvy guests that our requirement as a fledgling little group at this stage are books that are kept together and tidy.  This can be achieved by a competent person with basic accounting skills that would either be employed in our board of directors as the treasurer or could be hired as a third party at the end of every year.
  • The fiscal year, after some debate, will be left as is to run from January to December.  As financial statements must be prepared and submitted after a bit of time after the year end, this fiscal year is currently fine to stay the way it is.
  • Under 7.7 for provisions for amending the by-laws, a request was made to change the vote to amend the by-laws to simple majority, at least for the first 2 years.  As we will be quickly evolving this organization over the next 2 years, we saw this as a response to the need to change the by-laws several times in the first 2 years.  The board of directors in the future would be advised to revise this back to the super-majority voting status after two years to reflect regular by-law rules for amending.
  • Though not explicit in the documents, these by-laws will be reviewed every year for the first 2 years with a possible rule inserted later to imply a by-law review to be conducted every 2 years.
  • Under 4.4 Terms of Office, a call was made to limit the terms of office for directors.  Three considerations: limiting terms would remove the “history” needed for sustainability, some special projects would have to define a minimum number of terms required depending on the scope of assignment, and executives should be limited to terms to ensure group stability.  These recommendations have produced the following revisions: (1) Directors will continue to enjoy limitless terms.  This can be revised later.  This will ensure history in the association.  (2) Officers of the Executive will be limited to 2 consecutive terms, at which point they may run for a board position, or resign if they so choose to.  (3) Before agreeing to take on a special projects director or lead position, that person may have to agree to minimum term positions that are in the best interest of completing the project.  This may run contrary to the minimum and maximum number of terms afforded to sitting directors and executives.

ANYWAY, that’s a lot of Governance geekiness for one sitting.  If you have any other thoughts on revisions, please be sure to follow them up with a comment here or with an email to the downtowncommunity@gmail.com email.  Thank you.

03 Draft – By-Laws
02 Draft – Code of Conduct
02 Draft – Equal Opportunities

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This entry was posted on December 6, 2012 by in DCRA Meetings.

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