By-law Amendments

Let's make things better

One of the most important things on the ballot this year is a series of by-law amendments that are the work of a Board sub-committee.  I fully support adopting all of these proposed amendments. Especially Amendment 4.

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The committee focused only on the sections that affected how the Board is organized. The purpose was to optimize things and clarify some things that had been recommended by the co-op's general counsel on previous efforts but that would have conflated and confused those prior amendment efforts.

​I was asked to be part of that task-force as a former board member who was the liaison to the previous amendment task forces.  I brought my historic perspective and my experience working on other boards that had also updated their by-laws to reflect association best practices.

That's an important thing to note, the purpose of the task force was to align Harbour Square with best practices.  Everyone thinks they are a snowflake--unique. That uniqueness can also be called eccentricity and causes complexity. In the past, the Board has had to choose less than optimal solutions because it has been handcuffed to the options available.  Aligning Harbour Square by-laws with generally accepted best practices and policies that most other associations use, makes it easier to do our business and reduces friction, costs, and headaches for the community.

I fully support all of the proposed amendments.  The By-laws Task Force supports all of the proposed amendments.  This is different than previous task forces that remained neutral--and that's okay. Remember, the task force charge was to align our by-laws with best practices. If the Task Force has done their job, then all the proposed by-law amendments are either a best practice or recommended by the co-op's General Counsel. Why would the Task Force not support the amendments that are recognized best practices? ​ For this reason, I also encourage you to support all the proposed amendments.

Amendment 1: Align capitalization of officers
This is self-expainatory. It consistently capitalizes the words President, Secretary, Treasurer, and Director throughout our by-laws. Why would you not ​ do this?

Amendment 2: Highest votes gets the longest terms
This is codifying something that we have just always done.  When there are 5 slots open but one of those is from a vacancy that was appointed, then four of those slots are 2-year terms and one is a 1-year term. Logically, we fill the four, 2-year term slots with the highest vote getters and the 1-year term is filled by the candidate who came in fifth place.  This is how we have done it, but cousel recommended that we codify it.

Amendment 3: What happens in a tie vote?
Our by-laws don't give direction on what to do in case of a tie; this amendment fixes that.  While there is not a 'best practice,' there are several options out there, from flip a coin, to draw straws, to rock-paper-scissors (seriously!).  Our General Counsel suggested that because the tie would be known at the annual meeting and the members are still present that a run-off between the tied candidates is the most fair and gives the community a voice in the decision.

Amendment 4: Three year terms
This is probably the most controversial item in a list that shouldn't be. Remember, these are best practices or recommendations from our General Counsel. This was a proposed amendement in 2018 of the 19(!) proposed amendments, this was the closest one that didn't pass at that time (47% - 53% compared to 20/80 spread that the other amendements that didn't pass received). This deservedly needs to be revisited--and it's an association best practice.  I've done a separate update on why this is probably the most important amendment that we pass.

Read Why

Amendment 5: Presiding officer immediately after an election
Generally, immediately after our Annual Meeting, the new Board meets and decides its officers.  During more toxic times, we would have our General Counsel stay behind and facilitate that meeting, but that is money and time and silly that we didn't have a defined way for Board officer continuity.  This fixes that.  Now, the highest ranking returning officer will preside until new officers are decided. If there are no returning officers, then the Director with the longest current tenure on the board will run things till new officers are decided.

Amendment 6: What can be discussed in Executive Session
This was a recommendation from our General Counsel. They recommend that we clearly define what is appropriate for Executive Session and how that meeting can happen.  This is a no-brainer.

Amendment 7: Align with Roberts Rules for Abstensions
This is a case where our uniqueness prevented us from operating effectively.  Our current by-laws say that a majority of the board present must approve something for it to pass.  When someone "Abstains," that basically makes their vote a no... which shouldn't be the case. Someone abstains because they have a conflict of interest and shouldn't vote on an issue or they are not comfortable voting because they don't understand the issue well enough so they are saying "I'm going to sit this one out."  
Robert's Rules say that a majority of those voting should carry the motion.  If someone is abstaining, they are not voting and they don't go into the headcount for what constitutes a majority.
An example one board member is absent at this month's meeting, two board members were absent from the previous meeting and don't feel comfortable voting on some old business from that meeting. 4 board members support the returning issue, 2 don't support it, one person is out of the country on vacation, and 2 are sitting it out because they don't feel up-to-speed enough to make an informed decision.  That's 4-2-2-1.
In our existing system even though 4 approve it and 2 reject it, it would fail because the abstentions still go into the denominator for what is a majority.  Everywhere else, 4 people for something and 2 against would pass 4 to 2.  This fixes that and aligns us with how Robert's Rules of Order work.

Amendment 8: The President may not serve another office
This is also a recommendation of our General Counsel and is a best practice.  Corporate laws in many jurisdictions don't allow the President to also be the Treasurer or Secretary.  This codifies that so we are more aligned with best practices.