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Bylaws Update Project Corporation Officers

This update discusses the roles and terms of office for officers in the Project Corporation, as well as eligibility and succession rules. The bylaws are being revised to align with California nonprofit corporation laws.

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Bylaws Update Project Corporation Officers

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  1. Bylaws Update ProjectCorporation Officers April 14, 2017 Paul Grun – Cray Susan Coulter - LANL

  2. Background • OFA is organized as a ‘California Nonprofit Mutual Benefit Corporation’ • Which means we have to conform to CA law w.r.t. corporations - Counsel’s guidance (paraphrased): • We must have at least a President or Chairman (either title), a Secretary and a Treasurer • “…no person serving as the Secretary, (or) the Treasurer may serve concurrently as president or chair of the board.” #OFADevWorkshop

  3. Existing text – Article 8 ARTICLE 8. OFFICERS The Board may appoint officers at any time. The officers of the Corporation may include a Chair, President, Vice Chair, Secretary, Treasurer, and any other officer as determined by the Board, with the powers and duties as determined by the Board. The same person may serve as Chair and President. The officers shall serve at the pleasure of the Board, and shall serve without compensation unless otherwise approved by the Board. #OFADevWorkshop

  4. Voteable – Article 8: Define the Officers Motion - Cray: The Officers of the Corporation shall consist of a Chair, a Vice Chair, a Treasurer, and a Secretary. Any one person can hold only one Officer role at any time. An Officer may be, but need not be, a Director, but must be an employee of, or contractor to, a Promoter Member organization. In the case of an Officer who is not also a Director, such Officer shall not be included for quorum and shall not participate in votes taken by the Board. An Officer who is also a Director retains all the rights and privileges obtaining to any other Director. The Officers shall serve without compensation unless otherwise approved by the Board. Result – passed by vote of 10 yes, 1 no, 1 abstain on 4/20/17 #OFADevWorkshop

  5. Voteable – Article 8:Term in Office Motion: The term of office for all Officers shall be eighteen months, beginning immediately upon election and continuing until replaced at the next election in not less than eighteen months. Replaced by LANL motion (next slide) Comment: Eliminate the squishy, “…serve at the pleasure of the board” language, replace it with a defined term. The suggestion for an 18 month term of office is purely arbitrary. #OFADevWorkshop

  6. Voteable – Article 8:Term in Office Motion - LANL: The term of office for all Officers shall be two years with no limit on the number of terms allowed, subject to election to an Officer position. Elections for Officers shall be scheduled for the June Board meeting, with nominations closing at the end of the May Board meeting. The initial term in office for the Chair and Secretary shall be one year beginning in June 2017 and thereafter two years, in order to stagger the terms such that Chair and Vice Chair expire one year apart from each other and Secretary and Treasurer expire one year apart from each other. Subsequently, elections for Chair and Secretary shall be held in even numbered years; elections for Vice Chair and Treasurer shall be held in odd numbered years. Result – passed by unanimous acclamation on 4/20/17 #OFADevWorkshop

  7. Voteable – Article 8: Nominations and Voting Motion - Cray: Participation – participation in the nomination of, and voting for, Officers shall be limited to Promoter Member organizations. Nominations - nominations shall be accepted by the Secretary until the close of the Board meeting immediately preceding the meeting designated for electing Officers. Any given Promoter Member organization may submit only one nominee for each Officer position. Voting – voting shall occur during a regularly scheduled Board meeting, including proper notice of the meeting agenda. Nominations shall be published as part of the agenda. Each Promoter Member organization is entitled to one vote for each Officer position. Tie Vote - at the conclusion of voting for each officer position, the nominee with the largest number of votes is declared the winner. In the event of a two or more way tie for first place, there shall be a run-off vote. No Slates – Votes for each Officer position are held independently. Result – Seconded by ORNL, passed by unanimous acclamation on 5/4/17 #OFADevWorkshop

  8. Voteable – Article 8: Eligibility and Succession Motion - Cray: Eligibility – Only employees or contractors of Promoter Member organizations are eligible to serve as Officers. Other classes of members, including At Large Directors, are not eligible to serve as Officers. Individual Succession - If an individual serving as an Officer ceases employment with the Promoter Member organization, or if the Board takes action to remove that individual due to loss of Good Standing or for other reasons, the Board shall at its earliest convenience accept nominations and hold an election to fill the remainder of that individual’s term. Promoter Member Organization Succession - If a Promoter Member organization loses its Good Standing, any Officer employed by, or contracted to, that Promoter Member Company also loses his or her Good Standing. In that case, the Board shall at its earliest convenience accept nominations and hold an election from among the employees or contractors of the remaining Promoter Member organizations to fill the remainder of that individual’s term. Result – passed by vote of 12 yes, 0 no, 0 abstain on 4/20/17 #OFADevWorkshop

  9. Existing Text – Article 5.9 5.9 Conduct of (Member) Meetings. • Meetings of Members shall be presided over by the Chair of the Board or, in his or her absence, by another individual serving on the Board or, in the absence of all of these persons, by the person appointed to serve as secretary of the meeting. #OFADevWorkshop

  10. Voteable – Article 5.9: Member Meetings Motion - Cray: Meetings of Members shall be presided over by the Chair of the Board, or in his or her absence, by the Vice Chair, or in his or her absence by the Secretary, or in his or her absence by the Treasurer. In the absence of any Officer to preside over a Meeting of Members, a quorum of the Board may select, by majority vote, one of its members to serve as Presiding Officer for that single member meeting. Minutes of the meeting shall be taken by an individual appointed by the Presiding Officer for that meeting. Result – Seconded by HPE, passed by unanimous acclamation on 5/4/17 #OFADevWorkshop

  11. Existing Text – Article 7.8 7.8 Conduct of (Board) Meetings. The Board shall be presided over by the Chair or, in his or her absence, by a Director selected by a majority of the Board present at the meeting. The Secretary of the Corporation shall act as secretary of all meetings of the Board, provided that, in his or her absence, the presiding officer shall appoint another person to act as secretary of the meeting. Meetings shall be governed by such procedures as may be approved from time to time by the Board, insofar as such rules are not inconsistent with or in conflict with these Bylaws or with provisions of law. #OFADevWorkshop

  12. Voteable – Article 7.8: Conduct of Board Meetings Motion - Cray: Board Meetings shall be presided over by the Chair, or, in his or her absence by the Vice Chair, or, in his or her absence by the Secretary, or, in his or her absence by the Treasurer. Under normal circumstances, a Board meeting may not be convened without the presence of at least one of the Officers. In extenuating circumstances, such as the absence of all four Officers, a quorum of the Board may, by majority vote, elect one of its members to serve as Presiding Officer for the purpose of conducting that Board Meeting. Minutes of the Meeting shall be taken by an individual appointed by the Presiding Officer for that meeting. Result – Seconded by Intel, passed by unanimous acclamation on 5/4/17 #OFADevWorkshop

  13. Existing Text – Articles 21.5, 21.6 21.5 Waiver of Personal Liability The liability of Directors of this Corporation for monetary damages shall e waived and limited to the fullest extent permissible under California law. 21.6 Indemnification The Corporation shall indemnify Directors to the fullest extent permissible under California law. #OFADevWorkshop

  14. Voteable – Articles 21.5, 21.6: Liability, Indemnification Motion - LANL: Articles 21.5 and 21.6 shall be changed to substitute the expression ‘direct agents’ in place of the word ‘Directors’ to read as follows: 21.5 Waiver of Personal Liability The liability of direct agents of this Corporation for monetary damages shall be waived and limited to the fullest extent permissible under California law. 21.6 Indemnification The Corporation shall indemnify direct agents to the fullest extent permissible under California law. Result – Seconded by Cray, passed by unanimous acclamation on 5/4/17 #OFADevWorkshop

  15. Motion – Adopt the new Officer provisions Cray motion: Notwithstanding the existing Ground rules, immediately adopt the votes regarding Officers as contained in the following motions – see the slide deck V_OFA_Officers_2017_0414 with amendments: • “Voteable – Article 8: Define the Officers” • “Voteable – Article 8: Term in Office” • “Voteable – Article 8: Nominations and Voting” • “Voteable – Article 8: Eligibility and Succession” • “Voteable – Article 5.9: Member Meetings” • “Voteable – Article 7.8: Conduct of Board Meetings” • “Voteable – Articles 21.5, 21.6: Liability, Indemnification” Result – Seconded by Intel, passed by unanimous acclamation on 5/4/17 #OFADevWorkshop

  16. Backup – Results of 3/23/17 Board Action to suspend the groundrules #OFADevWorkshop

  17. Motion – re-open Groundrules discussion Cray motion: Re-open the Groundrules discussion, closed on 12/15/16, to consider two specific variances to the Groundrules, as shown in the following two motions. A two-thirds majority vote of the full board is required to re-open the Groundrules discussion. Result as of 3/23/17: motion seconded and passed with 10 yes, 1 abstain, and 1 no. There are 15 board members. #OFADevWorkshop

  18. Motion – Adopt the At Large Member Provisions Cray motion: Notwithstanding the existing Ground rules, adopt the vote to add two At Large Directors as of this year’s Workshop. Result as of 3/23/17: motion seconded by LANL and passed by voice vote #OFADevWorkshop

  19. Motion – Adopt the new Officer provisions Cray motion: Notwithstanding the existing Ground rules, immediately adopt the votes regarding Officers as contained in the following motions – see the slide deck V_OFA_Officers_2017_0317: • “Voteable – Article 8: Define the Officers” • “Voteable – Article 8: Term in Office” • “Voteable – Article 8: Nominations and Voting” • “Voteable – Article 8: Eligibility and Succession” • “Voteable – Article 5.9: Member Meetings” • “Voteable – Article 7.8: Conduct of Board Meetings” Result as of 3/23/17: This motion has not been offered for a vote, since the underlying motions have not yet been discussed or voted. The 2/3 vote needed to re-open the ground rules remains in play as it specifically covers this motion. #OFADevWorkshop

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