New Bylaws Adopted

The PRA Board of Directors has determined that we need new bylaws (see below). These have been drafted initially by Peter Mansbach, and modified by numerous suggestions of the current board members. The board has adopted these on Aug 31, 2011, in accordance with the requirements of the previous bylaws. They have been posted on the web site and the listserv, and will be discussed further at the next PRA meeting.

Why did we need new bylaws?

The old bylaws have not been followed, and are not reflective of current practice.

For example, the old bylaws specified a fiscal year from July 1 to June 30, but we’ve been using calendar year for at least a decade.

We have conducted official business and passed motions without considering whether a quorum was present. Further, the quorum was not well-defined, since membership was by household, but people voted as individuals, and attendance counts were reported as number of individuals.

The old bylaws had a board of directors, which was not really specified, since board members could be added by the board itself. It allowed for an executive committee, which could only consist of board members. The officers of the PRA were to be chosen by the board, rather than the full membership, once a year (we’ve been electing them by the membership, for two year terms). The officers were not in general members of the board. Neither were committee chairpersons.

The language was archaic and difficult to follow.

What has changed?

The old Board of Directors has been replaced by an Executive Committee composed of the officers, standing committee chairpersons, and past presidents. The listserv administrator, webmaster, and CKC representative have been added to the standing committees. The Executive Committee may conduct business by email if 2/3 of its members agree. Officers are elected by the membership for two years. The fiscal year runs from Jan 1 through Dec 31.

Meetings are to be run in accordance with Robert’s Rules of Order. Some highlights appear in an Appendix to the bylaws. Duties of the officers are specified. Membership is by household, as before, but all individuals residing in a member household may vote and be counted in the quorum.

For further details, see the new bylaws posted on the web.

Background for some of the decisions

The “prohibited activities” (article III of the old Bylaws) is included verbatim in the Articles of Incorporation, so it does not need to be included again here.

In the past, PRA membership was done by household. But votes were cast by individuals present at the meeting. And the number needed for a quorum did not specify households or individuals. This was not well defined. Do we want membership by individuals, or by households? If the latter, do we allow only one vote per household? What about group homes? Grown children living with parents? Bailey and Gail? In these new bylaws we have kept membership by household, but made explicit that any current resident over 18 of a member household may vote and be counted for a regular quorum.

Quorum - It is not clear that we can achieve 10% of members at meetings, as previously required. We now allow 20 members to suffice as a regular quorum regardless of membership count. For the purpose of amending the bylaws, we’ve retained the more restrictive quorum of 10% of member households being represented. We also use the larger of this year's or last year's membership, because membership restarts at 0 on Jan 1, and only rises gradually as the year progresses.

Since we're allowing only 20 members to constitute a quorum at which official votes can be taken, we've required that the community be notified of the meeting, including the agenda. That is to assure that no controversial actions are taken without participation of interested residents.

Proxy votes: Robert’s Rules recommends against allowing proxy votes at membership meetings. The reason is that motions are subject to discussion and potential persuasion, and only persons present for the discussion should vote. Else what is the point of having the discussion? And how would proxy voters be aware of amendments introduced and voted on at the meeting?

We added an option for a committee chair to opt out of Executive Committee duties. Some folks are willing to work on a specific task, but are not prepared to attend additional meetings. We need these volunteers. But if they aren’t willing to attend Executive Committee meetings, we may have difficulty getting a quorum. So we added the option for them to opt out.

We have not included the following in the Standing Committees: Traffic, Sound Barriers, Directory. Such committees have formed, become active, and faded away as the issues they addressed have waxed and waned. They are now considered Special Committees, which can be formed either by the Executive Committee or by the membership. Similarly, we have not included the Representative to the CMMCN in the Executive Committee.

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