Ad-Hoc By-Laws Open Forum Meeting Minutes

Date:                November 8, 2006

Place:               Once Highland Center, Conference Room

Moderator:       Rabiul Islam


1.            Agenda for the open forum was approved by Ad-Hoc Committee members present at the meeting.

2.            The first item discussed was “Finance and Budget”.  Following comments were made:

    1. Every event organized by BOD should have a self-financed model.  Deficits should be strongly discouraged.  This may be worded in bylaws, if possible.
    2. All reference to BOD should be ‘Board’.
    3. By-laws should define donor eligibility rules i.e. what institutions and persons can or can not make contributions.  This is to guard against possible litigation for donation from illegal sources.  Large donations ($500 or greater) from any individual or institution should be made public (donor name and amount) by posting in the web site.  Financial expense(s) in excess of $1,000 or more should be posted on the web site for public information.

3.            The next item discussed was “Books and Records”.  Following comments were made:

    1. Election voting results and statistical records should be safely maintained.
    2. Voting records of BOD on important decisions (e.g. officer appointment, by-laws amendment, calendar of events etc.) should be kept as part of records.
    3. Hiring a “Certified” accountant to prepare the audit may be an overburden for the BOD when there is not sufficient balance in the bank.
    4. “Certified” may be changed to “Professional” outside the Board to allow flexibility during the initial years.  However, it should be recommended to use qualified professionals so that the audit report meets all standard financial and ethical standards.  “Certified” accountant should be hired if bank balance is more than $10,000.
    5. It should be specified how records will be kept (hard copies or electronic) and for how long (2/5/10 years).  Hard copies may be kept for 2/3 years but electronic copies should be kept forever for all future use.
    6. Records should be accessible to all registered members of the association with appropriate login access.
    7. Article III, Section 16: First sentence should be changed to ‘at’.

4.            The next item discussed was “Amendment”.  Following comments were made:

    1. 10% number required for a petition requesting amendment needs more discussion and may need to be revisited to possibly 25% to 30% to limit frequent amendment petition. 
    2. There should be a maximum limit on the number of amendments for a year.  The amendment process can be conducted a maximum of two times per year, but each time there can be multiple amendments.
    3. If the signature requirement is increased to 30%, then special meeting should be called immediately to address the urgency of the petition.
    4. In special case, if 50% (majority) people submit a petition for an amendment, a special meeting should be called immediately.
    5. There should be a blackout period for conducting amendment process if too close to the Annual General Meeting.
    6. Article XIII, Section 2: text describing online voting should be changed to “allow online and/or other voting”.

5.            The next item discussed was “Dissolution”.  Following comments were made:

    1. Dissolution text should be consistent with IRS guidelines for 501c3 corporations.
    2. There should be specific provisions for dissolving the corporation.  The association should be dissolved for the following possible reasons: 80% of the regular members want dissolution, adequate candidates are not available during consecutive elections, similar situations etc.
    3. All specific dissolution guidelines should be verified for possible conflicts with Article III, Section 3. This section (Term Limit) needs further clarification or correction.

6.            The next item discussed was “Indemnification”.  Following comments were made:

    1. To what extent should BAGA provide indemnity to its current and previous Board of Directors?
    2. “Gross negligent and misconduct” should be defined.
    3. There should be a code of ethics/conduct for the Directors.  Violation of such code automatically eliminates such indemnity

7.            The next item discussed was “Voting Method”.  Following comments were made:

    1. The following methods were recapped and discussed further:

                                                               i.      1C/1V: With 11 slots, voters can cast up to 11 votes with 1vote per candidate.

                                                             ii.      LV:  With 11 vacancies, voter can cast up to 33% (or 51%, to be decided) with 1 vote per candidate.

                                                            iii.      CV: With 11 vacancies, a voter can cast up to 11 vote with 1 vote per candidate or 11 vote for 1 candidate

                                                           iv.      STV:  Voters cast 11 votes with preferences (1st, 2nd, etc.).  A max number is calculated above which number of votes a candidate can be declared winner.  Then in the second round, the winner’s ballots are checked to see who the second preference was and those votes are then added.  Winners are decided in each round.

                                                             v.      Kochi-Tahsin (KTV): With 11 vacancies and 15 candidates, voters can cast either 11 votes or as many as they want (to be decided).  The top 11 get elected and then from the rest, any candidate getting more than 51% (to be decided) should be declared elected as well.

    1. In addition, the following comments were made with respect to the above voting methods:

                                                               i.      Maintain the simple conventional method rather than experimenting with alternate methods which may create complications.

                                                             ii.      Allow referendum on the voting methods, if possible, prior to the BOD election.

                                                            iii.      KTV method should be further explored since it shows some promise to get the popular candidates elected.  In this method, top 8 candidates will be elected if they get more votes than the threshold which needs to be discussed and decided.

                                                           iv.      May be each seat needs to be contested (hybrid of Format A and B).

                                                             v.      Paneling is a natural consequence of any elections and can not be stopped irrespective of the voting method.  EC should allow coalition since the word “paneling” does not seem to be politically correct.

                                                           vi.      Number of BOD should be fixed – not fluid.  KTV allows the number to be fluid.

                                                          vii.      This is not a single member district.  It is multi-member district.  There are few examples of 1C/1V method being used in multi-member district elections.  Therefore the 1C/1V is not conventional.

                                                        viii.      Conduct lottery to seal number of candidates with the KTV method.

                                                           ix.      KTV method creates class A and B directors.

                                                             x.      KTV does not encourage paneling.  It encourages people to serve when they want to.

8.            The next item on the agenda was “Open Table”.  Following comments were made:

    1. Transparency of AHC By-Laws subcommittee deliberation is requested.  Community members would like to know what discussions and what input are considered in the By-Laws Sub-Committee meetings.  Publish discussions and deliberations.  Request AHC to publish By-Laws Subcommittee meeting minutes.  If needed, help is available to write minutes at these sessions.
    2. Bylaws should include the formation of an advisory committee.  This committee will consist of senior members of the community.  The advisory committee will ensure checks and balance for the activities of the elected board.

9.            The meeting was adjourned.