AHC Bylaws Subcommittee Meeting Minutes

11/27/2006 7PM-10:30PM

Rabiul's place

 

Attendees: Rashed, Rabiul, Nasim, Kochi, Galib, Tahsin

 

Dates Revisited:

Nov 27 (Mon) - Subcommittee meeting
Nov 30 (Thu) - Subcommittee meeting on bylaws, operation guide.
Dec 4 (Mon) - Completed bylaws sent for AHC approval, post on web, solicit input, discuss EC in AHC, Call for EC volunteers via email.

Dec 8 (Fri) – Last date to send bylaws input to the AHC.

Dec 10 (Sun) – Subcommittee meeting on bylaws, operation guide. Last date for EC volunteers.

Dec 11 (Mon) – Final AHC approval, EC formed, bylaws handed over via email.

Dec 13 (Wed) - Send email with Bylaws done, EC announces election, Voter list started
Dec 16 (Sat) - Announce in Bijoy Dibosh.
Dec 30 (Sat) – Tentative voter list prepared for EC.

Jan 6 (Sat) - Nomination submission last date

Jan 13 (Sat) - Nomination withdrawal last date, Announce final candidates, Voter list completed.
Jan 27 (Sat) - Election

Discussions on community input from Open forum, Emails and BAGA discussion forum.

 

Goals:

"The association must provide open and up-to-date information to its members as well as have channels open to receive community inputs" - add to bylaws

Involve Resident of Greater Austin (Travis, Williamson, Hays, Bastrop)

Have a Mission Statement.

 

Bylaws Article I section 4: The current Goals already address the issue of providing information and open to residents of all counties in Greater Austin. The Goals also are the official  'mission statements' of  BAGA.

 

Membership

According to this section, membership is open to anyone who supports the goals of the association. Further, regular membership is automatic based on the criteria set forth in the draft constitution. However, the BAGA Registration Form on the website states that membership will be subject to approval by BAGA authorities. Is it not contradictory to the spirit of the draft constitution?

 

Website will be corrected.

 

Membership Fee:

Generally honorary membership is free. However, it is customary to charge associate members a fraction (typically 50%) of the fee charged to the regular members. Why are we not following the norm?

 

One category of membership is kept to make BAGA open to future membership issues that cannot be addressed with Regular membership. A fee may close that possibility.

 

BOD:

Operational guide needed for year to year operations.

Code of Conduct:  BOD must work with each other regardless of personal conflict. Transfer responsibility if cannot.

 

Operational Guide and BOD code of conduct will be looked into after bylaws is completed.

 

1. ARTICLE III : Section 8 : Quorum

“....but if less than a majority of Directors are present at any meeting, a majority of Directors present may adjourn the meeting from time to time without further notice.” Action required from above is unclear . Please check if there is a error

in sentence construction or something is missing .

 

Corrected.

 

Section 11(a)(i) Removal and Section 14 Absences:

What is an unexcused absence and who decides on whether the absence is excusable or not?

 

Corrected.

 

Section 12 : Vacancies and Additions

“Any vacancy in a Director position, however caused, may be filled by a majority vote of remaining directors ......."

But how is that possible when all the Board Members are voted through a General Election process ? The Board Members can only elect/nominate the Office Bearers from amongst the Board Members (as provided under Section 1 of Article I and further detailed in Article IV).

Hence - suggested modality should be to call a fresh election for the vacant position by the General Members - provided the Board feels that such a vacancy should be filled for the rest of the tenure of the remaining year.

 

Frequent By-elections will become a burden for the remaining BOD.

 

Addition of new BOD if the number of BOD falls below three based on seniority by age seems like a good idea and the right thing to do based on my family values and personal convictions. However, has someone from the by-laws committee checked into the rules of 501(c)(3) called out in Article XII (a) to determine whether such an action would be considered as (reverse) age discrimination and thus illegal? If we want to uphold our values, may be 501 (c)(3) is not the right designation for BAGA. By the same token, forsaking the 501(c)(3) designation would increase operational costs for BAGA. Hopefully, we can keep the 501(c)(3) designation without having to change the current language about BOD selection based on age.

 

Checked 501c3. Extreme case of 'age' for selection is an agreeable solution than other alternatives..

 

Section 16: First sentence should be changed to ‘at’.

 

Corrected.

 

 

Election:

 

2. ARTICLE V I : Section 4 : Nomination of Directors :

“Any Regular member of the Association may nominate himself or herself for any Director position. “

This process is NOT appropriate for a voluntary Organization like BAGA.

Recommendation :

A signed Nomination Form be completed by a member "proposer" with two signed "Witnesses" and then submitted to the Nomination Committee before the cut-off date set up by Nomination Committee. Proposed candidate must also sign on the form for having accepted the nomination. Only ONE candidate can be nominated by one proposer. This process is important in order to ensure members can nominate candidates whom they the feel are competent to run for "Board Membership".

 

Bylaws text kept unchanged to keep the process simple and clear.

 

There may be problem with 1Candidate/1Vote method. Statistically a group of 60 can get their candidates elected, even if 240 people preferred others - meaning majority wish is defeated. This problem can be addressed by introducing limited voting method where voters only vote for 30% or 5% or 67% of the total vacancy available.

Another possible method may be cumulative voting method where voters can cast 1 vote each for 11 candidates, or they can vote 11 votes for 1 candidate. These are methods that are used in many recent elections.

Paneling should be discouraged. However, it cannot be enforced. Voters should be given the right to choose how they want to cast their votes.

 

The community does not have a consensus on any ‘one’ method for voting. Each presented method has limitations and advantages. Bylaws Subcommittee was requested to research and device a method that is simple yet failsafe. In addition, in solving one problem, a different method should not create a different problem. After evaluating each of the presented methods and other similar available methods, it was understood that no ‘one’ method is completely fail-safe yet simple and acceptable. The current method may have its limitation but is simple and familiar hence acceptable by community majority. If the community majority, at any given time, feel that they need a different voting method, they can always pursue the amendment process. With majority support, amendment should not be impossible. Therefore voting text is kept unchanged and will be discussed and deliberated by AHC.

 

Events:

look at the list of BD national holidays and intersect it with religions practiced by the association members.

3. ARTICLE V II : EVENTS

Under this Articles , I would like that you include a Section that says : “The Board shall prepare an " Annual Work Plan (AWP)" incorporating all Activities and Events for the year immediately upon formation of the Board. Once approved by the Board - this should be mailed to all BAGA members.”

This help members to plan for vacation, travel and attendance accordingly.

 

Corrected.

 

Independence Day should be listed as a potential event for the new BOD.

 

The rest of the events listed are merely examples and the clause do not exclude Independence Day.

 

There may be a provision to collaborate with other resources (organizations) in the community. Smaller groups in the community should feel they can be a part of the association, instead of creating a new one. A method should be devised in the By-Laws to accommodate that. Such collaboration should be held under the auspices of BAGA and based on goals reflecting the common good of the community.

 

This is a candidate for Operations Guide instead of bylaws.

 

Consideration should be given to determine the feasibility of the number of events that can be organized by BAGA in a calendar year.

Events should be prioritized by events that do not have other outlets - mainly Bangladeshi events. Thanksgiving, Halloween have other outlets.

 

Current bylaws Goals and Events text reflects accordingly.

 

FISCAL YEAR

“The Fiscal Year of the Association shall be a one year period to begin on the first day of July and end on last day of June following year"

is there a rational that the Fiscal Year for BAGA in Austin should be from July - June ?? It should coincide with US Fiscal / Tax Year i.e January - December .

There seems to be a discord in the timeline. The fiscal year is a 12 month period beginning in July and we will be electing officers for a year in January. Does that not mean that the new BOD during the second year will be responsible for the last six months of the previous BOD and only be accountable for the first six months of their term?

A fiscal year of July-June means that the first BOD will be in power for 17 months, since the election will be held in late January.

 

The first BOD will serve the community for 18 months before next election. After that every BOD will serve for 12 months. Election will always be held in June/July  from 2008.

 

March 15th is the tax day for corporations. Can tax be done between March and June. There is a extension that can be taken for the first year of tax filing for all corporations, if needed.

 

Old BOD can get tax done by March/April/May so that by June, tax is done before new BOD takes over.

 

FINANCE and BUDGET

we should have by laws that make all large financial transactions by the association transparent to all members to avoid any future misuse.

i)any financial expense(s) in large amount ( example $1000 or larger ) should be made public via web site posting accessible to all the members.

ii) any donation of large some($500 or more ) from individual or institution made public in both amount and name of the donor to public via web site posting accessible to all members.

iii) we should have clearly stated 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.

There definitely ought to be a guideline for:

Who, both individuals and institutions, can Donate

What Amount to Donate.

Every event organized by BOD should have a self-financed model. Deficits should be strongly discouraged. This may be worded in bylaws, if possible.

All reference to BOD should be ‘Board’.

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.

 

Bylaws text added to ensure that all donations to BAGA  is legal.

Everything is being recorded already for audit purpose including donors and large expenses. Records are also available to members according to the current text of the bylaws.

 

BOOKS & Records

Section 2 Audit of Accounts

What kind of financial audit is considered to be a Professional Audit? Is it an audit conducted by an Engineer who has obtained their PE designation or an accountant who is a certified CPA or someone who considers themselves a professional individual based on their regular job?

Election voting results and statistical records should be safely maintained.

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.

 

BOD minutes will be recorded and is part of the Books and records. Voting record may be part of the minutes. Operational Guide may recommend keeping voting records for important decisions in the minutes.

 

Hiring a “Certified” accountant to prepare the audit may be an overburden for the BOD when there is not sufficient balance in the bank. “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.

 

Community does not have a consensus on whether to use ‘certified’ or not. Text kept unchanged. AHC will discuss and deliberate on this decision.

 

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.

Records should be accessible to all registered members of the association with appropriate login access.

 

Records will be kept at least  as long as it is required by federal tax law (~three years).

 

INDEMNIFICATION / DISSOLUTION

Both Articles mention in several paragraphs " CORPORATION" . This must be a typo - perhaps it was meant to be " Association" . Kindly verify.

 

Not a typo. The association is registered as a non-profit corporation.

 

Article XII Dissolution (of BAGA) just states how the assets will be disbursed if and when BAGA is dissolved. However, this article does not say anything at all about when and how BAGA can be dissolved. I think it is important to keep a clear provision for dissolution of BAGA, along with the mechanism to do that, in case that is what is desired by the community some day. For example, a sub-clause under Article XII Dissolution may say something like this: "The Corporation may be dissolved if and when so resolved by a vote of two-thirds of its Regular Members".

Another dissolution clause could address the scenario when there is not a single candidate (or 2/3 candidates) in an annual election (or 2 consecutive annual elections). If the board does not have a single director then there won't be anyone to organize the dissolution vote.

There should be several scenarios by which BAGA can be dissolved or shall stand dissolved, and they should be articulated under different sub-clauses. In this context, here is couple more scenarios for this provision: 1) Say, if in any annual election, the number of candidates after the nomination filing and or withdrawal deadlines falls short of 2/3 of the vacant BOD positions (say 7 for now, considering 11 positions), the life of the existing BOD will be automatically extended by 90 days, and a new election will be held within this 90-day period; 2) If after the second round of elections (within the 90-day period), the number of candidates still falls short of seven, then the existing members of BOD will be allowed to complete the remaining 9-months of that one-year term, and a regular annual election will be held by June 30th of the following year; 3) But, if after that election, the number of candidates still falls short of the required 2/3 BOD positions, the Corporation shall stand dissolved from July 1st of that year.

Dissolution text should be consistent with IRS guidelines for 501c3 corporations.

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.

All specific dissolution guidelines should be verified for possible conflicts with Article III, Section 3. This section (Term Limit) needs further clarification or correction.

 

Sections will be added to address the reasons for dissolution.

a) x% vote to dissolve. b) if less than x candidate, c) previous BOD may continue serving until a quorum is elected.

 

To what extent should BAGA provide indemnity to its current and previous Board of Directors?

“Gross negligent and misconduct” should be defined.

There should be a code of ethics/conduct for the Directors. Violation of such code automatically eliminates such indemnity.

 

Bylaws current text is standard in many references. The arbitrator/lawyer defines the details. Text unchanged.