[CircularOfJanus] November Circular special preview - proposed Bylaws changes & current nominations

[Lynette R. F. Cowper]

Due to what I suspect are some communications issues, I have yet to
receive the October Minutes, November meeting Agenda, or Presidential
Ponderings, which leaves the newsletter rather slim. I do want to make
sure the Bylaws changes are out there, however, so I'm sending them now.

There's a lot of verbiage here, but for the most part, the changes
involve: 1) Better defining the role of the Chairman of the Board and
moving some duties which should be Chairman of the Board duties to him
rather than the President; 2) Moving Chairman of the Board information to
the proper locations in the Bylaws and removing them from the rather
random placing they are in now; 3) Splitting Elections and Vacancy in
Office Bylaws into separate sections; 4) Establishing actual policies on
Recall votes in parallel to Elections; 5) Correcting some minor issues of
terminology (changing "Executive Committee" to "Board of Directors" and
"January meeting" to "election meeting" (since we have historically had to
cancel the January meeting once)); and 6) Establishing the requirement of
having a set of Standard Operating Procedures (SOP) and placing the
responsibility for seeing that they are created, maintained, and followed
on the Board of Directors (please, note, this does NOT mean that these
will all be created by the Board, but that the Board is responsible for
seeing they are created by those most qualified to do so).


Proposed change in Paragraph 4B

Replace:
"The duties of the Chairman of the Board shall be to moderate Board
meetings."

with

"The duties of the Chairman of the Board shall be to maintain a meeting
space for meetings of the Board; ensure that the Board abides by the
Bylaws and established policies of the Club when conducting business;
support the President of the Circle of Janus and other Club Officers in
the performance of their duties; plan and manage Board and Board committee
meetings; communicate regularly with the President about Club business,
especially as it relates to the agenda and matters to be addressed at
Board meetings; moderate meetings of the Board; develop the agenda for the
bimonthly Board meetings; guide discussion on agenda items during Board
meetings; charge committees that report to the Board; report to the
Membership about Board business at meetings of the Club; and orient the
incoming Chairman for his/her responsibilities."

~~~~~

Proposed change in Paragraph 4H:
"Executive committee" changed to "Board of Directors."

And the following sentence be stricken:
"The Convention Chairman shall be nominated, elected, and recalled in the
same manner as the Club President."

Resulting in the full text for 4H:
H. Convention Chairman shall be the Chairman of InConJunction and shall be
charged with the execution of this Convention on behalf of the Circle of
Janus. The Convention Chairman operates the Convention as set forth in the
Bylaws and subject to the review of the Board of Directors. The Convention
Chairman will form a committee to operate InConJunction. The term of the
Convention Chairman shall expire on September 30th following the
Convention for which that Chairman is responsible. The Convention Chairman
shall be expected to have all business concluded at that time.

~~~~~

Proposed to be added to Paragraph 5B:
"The Board is responsible for determining the need for specific Standard
Operating Procedures (SOP) for the Club and convention and is responsible
for ensuring that said SOPs are created and maintained. The content of any
SOP is subject to the Board's approval."

Resulting in the full text for 5B:
The Board of Directors shall be charged with assisting the President in
the operation of the Club and the execution of incidental business
pertaining to that operation. All contracts to be signed for the Circle of
Janus or InConJunction are subject to the Board’s approval. The Board of
Directors shall further serve in an oversight capacity in relation to the
Convention and shall have the authority to set spending limits for the
Convention. The Convention budget is subject to the Board of Directors'
approval. The Board is responsible for determining the need for specific
Standard Operating Procedures (SOP) for the Club and convention and is
responsible for ensuring that said SOPs are created and maintained. The
content of any SOP is subject to the Board's approval.

~~~~~

Proposed change in Paragraph 5C:

Replace:
"Board of Directors shall meet every two months at a time set by the
President or more often as deemed necessary by the President."

With

"Board of Directors shall meet every two months at a time set by the
Chairman or more often as deemed necessary by the Chairman."

~~~~~

Proposed change in Paragraph 6A:
Current wording:
A. Club Officers shall be elected annually by secret ballot, by the
membership the first business meeting of the calendar year. Club Officers
shall hold their terms of office from the close of the first calendar
meeting to the close of the following first calendar year meeting. The
Convention Chairman shall be elected at the first business meeting of the
calendar year, at least 24 months prior to the Convention for which he/she
shall be responsible and shall serve as Vice-Chairman during the term of
the prior elected Chairman.

Suggested wording:
A. Club Officers, other than the Chairman of the Board, shall be elected
annually by secret ballot, by the membership the first business meeting of
the calendar year. The Chairman of the Board shall be elected every two
years in the same manner. Club Officers, other than Chairman of the Board
and Convention Chairmen, shall hold their terms of office from the close
of the first calendar meeting to the close of the following first calendar
year meeting. The Chairman of the Board shall hold his term of office from
the close of the first calendar meeting to the close of the first calendar
year meeting two years hence. The Convention Chairman shall be elected at
the first business meeting of the calendar year, at least 24 months prior
to the Convention for which he/she shall be responsible and shall serve as
Vice-Chairman during the term of the prior elected Chairman. The
Convention Chairman shall hold his term of office from the close of the
first calendar meeting through September 30th following the Convention for
which that Chairman is responsible.

~~~~~

Proposed to be added to Paragraph 6E:
"The Chairman of the Board also must have previously held Club office. The
sitting Chairman of the Board shall not concurrently hold any other Club
office. Other Officers may hold more than one position."

This results in the full paragraph 6E:
E. Club Officers must be dues-paying members for two full, consecutive
years immediately prior to taking office and must maintain their
membership in good standing for the term of their office. The Chairman of
the Board also must have previously held Club office. The sitting Chairman
of the Board shall not concurrently hold any other Club office. Other
Officers may hold more than one position.

~~~~~

Proposed change in Paragraph 6F:
The following sentence:
"Nominations for other Club offices would be accepted up until the voting
for Officers during the January meeting."

be changed to:
"Nominations for other Club offices shall be accepted up until the voting
takes place during the first business meeting of the year."

Resulting in the full Paragraph 6F:
F. Nominations shall be opened at the October meeting, and a list of those
candidates nominated will be published in the newsletter the months before
the election. Convention Chairman nominations shall be accepted from that
date through Dec 1st. Nominations for other Club offices shall be accepted
up until the voting takes place during the first business meeting of the
year.

~~~~~

Proposed Change to Paragraph 6 and New Paragraph 7:
A new Paragraph 7 entitled "Vacancies in Office" shall be created-- all
subsequent Paragraphs being moved down a number-- and that the current
Paragraph 6 sections J, L, M, and N be moved to Paragraph 7 to become
sections A, B, C, and D respectively, and that Paragraph 6K should then be
moved up to become Paragraph 6J.

This, along with the changes above, renders the following:

Paragraph 6: Elections
A. Club Officers, other than the Chairman of the Board, shall be elected
annually by secret ballot, by the membership the first business meeting of
the calendar year. The Chairman of the Board shall be elected every two
years in the same manner. Club Officers, other than Chairman of the Board
and Convention Chairmen, shall hold their terms of office from the close
of the first calendar meeting to the close of the following first calendar
year meeting. The Convention Chairman shall be elected at the first
business meeting of the calendar year, at least 24 months prior to the
Convention for which he/she shall be responsible and shall serve as
Vice-Chairman during the term of the prior elected Chairman. The
Convention Chairman shall hold his term of office from the close of the
first calendar meeting through September 30th following the Convention for
which that Chairman is responsible. The Chairman of the Board shall hold
his term of office from the close of the first calendar meeting to the
close of the first calendar year meeting two years hence.

B. The President, subject to the approval of the membership, will appoint
an Election Officer. The Election Officer will appoint two people to aid
in the election process. The Election Officer and the aforementioned
appointees may not be candidates for office.

C. Write-in candidates are allowed for any office.

D. A provision will be made for absentee ballots for a member who requests
one. They must be returned to the Election Officer by the election
meeting. Absentee ballots can be mailed to the Circle of Janus post office
box, e-mailed to the Election Officer, or can be given to the Election
Officer via telephone at the meeting.

E. Club Officers must be dues-paying members for two full, consecutive
years immediately prior to taking office and must maintain their
membership in good standing for the term of their office. The Chairman of
the Board also must have previously held Club office. The sitting Chairman
of the Board shall not concurrently hold any other Club office. Other
Officers may hold more than one position.

F. Nominations shall be opened at the October meeting, and a list of those
candidates nominated will be published in the newsletter the months before
the election. Convention Chairman nominations shall be accepted from that
date through Dec 1st. Nominations for other Club offices shall be accepted
up until the voting takes place during the first business meeting of the
year.

G. Each office will be nominated for and voted on one at a time in the
following order: Convention Chairman, Chairman of the Board (if
necessary), President, Vice-President, Secretary, Treasurer, Sergeant-at-
Arms. This will allow an unsuccessful candidate to run for a different
position.

H. Any Officer may hold an unlimited number of consecutive terms.

I. The candidate that received a simple majority of the votes cast, in
person or absentee will be elected.

J (Was 6K). Proxy voting will not be allowed.

Paragraph 7: Vacancies in Office

A (Was 6J). In the event of a vacancy in the office of the Vice-President,
Secretary, Treasurer, or Sergeant-at-Arms, the President shall appoint
someone to fill the vacancy. The appointed person shall complete the term
of that office. In the event of a vacancy in the office of the President,
the Vice- President shall fill the vacancy and serve out the term of
office. The new President shall fill the vacancy in the office of
Vice-President in the manner dictated above.

B (Was 6L). In the event of a vacancy in the office of the Chairman of the
Board, a new Chairman shall be elected, for the remainder of the term, at
the next business meeting of the Club.

C (Was 6M). In the event of a vacancy in the position of Convention
Chairman within the fiscal year of that Convention, the Board shall offer
the position to each standing Convention Chairman in elected order. By
accepting this position, the successor is not required to relinquish his
previous position. In the event the vacancy is not filled, the Board shall
appoint the Convention Chairman.

D (Was 6N). In the event of a vacancy in the position of Convention
Chairman earlier than the fiscal year of that Convention, the Board shall
offer the position to each standing Convention Chairman in elected order.
By accepting this position, the successor is not required to relinquish
his previous position. In the event the vacancy is not filled, a special
election shall be held at the next business meeting of the Club to fill
the position.

~~~~~

Proposed change to Paragraph 5A:
Since the Chairman of the Board qualifications, election, and term have
been placed in the proper sections, I propose that the following be
stricken from Paragraph 5A:
"elected every two years who has previously held Club office. The sitting
Chairman of the Board shall not concurrently hold any other Club office"
and that "a Chairman" be changed to "the Chairman of the Board."

Rendering Paragraph 5A:
A. There shall be a Board of Directors consisting of the current Club
Officers and headed by the Chairman of the Board.

~~~~~

Proposed change and additions to Paragraph 7 (now 8):
I propose that the following text in Paragraph 7A (please note, if the
motion above to add a new Paragraph 7 is approved, this will now be
Paragraph 8) be stricken:
"The recall vote shall be conducted in the same manner as the Officer
election process as outlined in paragraph 6, section I."

and that the following sections be added:
B. The President, subject to the approval of the membership, will appoint
a Recall Officer. The Recall Officer will appoint two people to aid in the
recall process.

C. The recall vote shall be by secret ballot. A provision will be made for
absentee ballots for members who request one. They must be returned to the
Recall Officer by the recall meeting. Absentee ballots can be mailed to
the Circle of Janus post office box, e-mailed to the Recall Officer, or
can be given to the Recall Officer via telephone at the meeting.

D. If a simple majority of the votes cast, in person or absentee, approve
the recall, the person is recalled.

E. Proxy voting will not be allowed.


And, what I have for elections at this point, which is likely incorrect in
some respect or another:

Conchair for InConJunction 33 (2013)
-------------
Jeff Thompson
Lynette Cowper
Melissa Kocias (via email)

also nominated:
Kat Robertson (declined via email)
Cheryl Miller-Andrews (not yet accepted/declined)

Chairman of the Board
---------------------
Dave Henninger

also nominated:
Andy Andrews (not yet accepted/declined?)

President
---------
Kathie Thompson
Lynette Cowper

has declined:
Mike Cowper
Kat Robertson

Vice President
--------------
Kathie Thompson
Mike Cowper
Kat Robertson
Lynette Cowper

Secretary
---------
(none)

also nominated:
Megan Cowper (not yet accepted/declined)

has declined:
Stephen Kendall
Anjala Dick
Ricky Lile

Treasurer
---------
Emily Rodgers

also nominated:
Kent Raquet (nominator requested eligibility check (which has been
confirmed via email))

Sergeant-At-Arms
----------------
Dillan Dick
Jeff Thompson
Anjala Dick
Ricky Like
Mike Cowper

also nominated:
Megan Cowper (not yet accepted/declined)


-- 
Lynette R. F. Cowper
"I do not feel obliged to believe that the same God who has endowed us
with sense, reason, and intellect has intended us to forgo their use.” -
Galileo Galilei