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GSDBA Bylaws Recommended Changes, September 2007.
A. Article I - Offices
Article I: Offices- currently reads:
The principal office of the Association shall be located in the City of San Diego, California.
Recommended change:
Change Article I Title to read: Article I: LOCATION AND PURPOSE. Add the following: The purpose of the Greater San Diego Business Association is to promote business development to increase economic opportunities for members, the LGBT community and all who support business equality.
Rationale:
Current Bylaws do not include a statement of GSDBA’s purpose. The mission statement has been added here.
B. Article II - Members
Section 1, (a) the first sentence currently reads:
(a) General Membership: Any business, self-employed professional or individual, or commercial property owner operating within San Diego County or neighboring Greater Tijuana area is eligible for General Membership in the Association.
Recommended change:
Omit “self-employed” and delete “or commercial property owner operating within San Diego County or neighboring Greater Tijuana area.”
Insert “person” after “Any business….”
The amended portion will read:
Any business person, professional or individual is eligible for General Membership in the Association.
Rationale:
The amended portion corresponds to the population served by the Association.
C. Article II, Section 1(e)
Article II, Section 1, e currently reads:
(e) Corporate Membership: Two levels of Corporate Membership comprised of multiple members from the same company.
Recommended change:
Replace (e) with the following: Corporate Membership: Corporate Memberships may be offered on such terms and conditions as may be set by the Board of directors.
Rationale:
Since GSDBA now has Corporate Partnerships and Corporate Sponsorships, Corporate Memberships as such may or may not be appropriate at all times and in all situations.
D. Article II, Section 3
Article II, Section 3 currently reads:
a) The Board of Directors, by affirmative vote of two-thirds (2/3) of the all members of the Board, may suspend or expel any member for cause after an appropriate hearing. Hearings will be conducted by a Review Committee appointed by the President for the sole purpose of conducting said hearing. The Review Committee will be comprised of six (6) voting members; three (3) Directors, three (3) General or Non-Profit Members and the Executive Director as an ex-officio member. The Review Committee shall make its recommendation to the Board of Directors for final resolution. Within ten (10) days of notification about suspension or expulsion the suspended or expelled member may appeal the decision of the Board of Directors by delivering written notice to the President through the GSDBA office. The President shall then call a Special Meeting to be held ten (10) days from the date of mailing of notice of Special Meeting. A two-thirds (2/3) vote of the Voting Members present at the Special Meeting will be required to overrule the Board of Directors’ action. All costs associated with said Special Meeting shall be borne by the appellant.
Recommended change:
Delete everything from “Within ten (10) days of notification” to the end of (a).
The amended portion Section III (a) would now read:
a) The Board of Directors, by affirmative vote of two-thirds (2/3) of the all members of the Board, may suspend or expel any member for cause after an appropriate hearing. Hearings will be conducted by a Review Committee appointed by the President for the sole purpose of conducting said hearing. The Review Committee will be comprised of six (6) voting members; three (3) Directors, three (3) General or Non-Profit Members and the Executive Director as an ex-officio member. The Review Committee shall make its recommendation to the Board of Directors for final resolution.
Rationale:
This revision supports the credibility and authority of the Review Committee and the Board of Directors in acting in the best interest of the Association.
E. Article III, Section 2 - Special Meetings:
Article III, Section 2 currently reads:
Special meetings of the Voting Members may be called by the President, the Board of Directors, or any ten (10) Voting Members. At least ten (10) days’ notice in writing shall be given to all Voting Members prior to the holding of any such meeting. Any ten (10) Voting Members desiring to call such a meeting shall give notice to the Secretary of the Association, by certified mail, return receipt requested, and the Secretary shall give notice to the Voting Members setting the date, time and place for the meeting ten (10) days thereafter.
Recommended change:
Wherever “any ten (10) Voting Members” appears, replace with “5 % of Voting Members.”
The amended portion of Article III, Section e would now read:
Special meetings of the Voting Members may be called by the President, the Board of Directors, or 5 % of Voting Members. At least ten (10) days’ notice in writing shall be given to all Voting Members prior to the holding of any such meeting. Any 5% of Voting Members desiring to call such a meeting shall give notice to the Secretary of the Association, by certified mail, return receipt requested, and the Secretary shall give notice to the Voting Members setting the date, time and place for the meeting ten (10) days thereafter.
Rationale:
Because of the growth of the Association, it is important to insure that there is significant reason and support for calling a Special Meeting of the Voting Members.
F. Article III, Section 3 - Regular Meetings:
Article III, Section 3 currently reads:
A regular meeting of all members shall be held at least once during each calendar quarter of the year. At least ten (10) days notice, in writing, shall be given to all members specifying the date, time, and place of said meeting.
Recommended change:
Change “A regular meeting of all members shall be held at least once during each calendar quarter” to “A regular meeting of all members may be held at least once during each calendar quarter.”
Amended Article III, Section 3 would read:
A regular meeting of all members may be held at least once during each calendar quarter of the year. At least ten (10) days notice, in writing, shall be given to all members specifying the date, time, and place of said meeting.
Rationale:
The rewording makes it optional whether or not a quarterly meeting is held and makes program planning appropriate to the needs and goals of the Association.
G. Article IV, Section 2 - Number of Directors
Article IV, Section 2 currently reads:
The number of directors shall be no fewer than eleven (11) and no more than fifteen (15) as set, from time to time, by the Board of Directors. Whenever possible, the total number of directors shall be an odd number.The term of office shall commence upon announcement of theelection resultsat the annual meeting.
Recommended change:
Change the last sentence to “The term of office shall commence at the first meeting of the new board in May.
Amended Article IV, Section 2 would read:
The number of directors shall be no fewer than eleven (11) and no more than fifteen (15) as set, from time to time, by the Board of Directors. Whenever possible, the total number of directors shall be an odd number.The term of office shall commence upon June 1st.
Rationale:
Since the date of the annual meeting may change from year to year, it is important that the new Board begin service on a consistent date.
H. Article IV, Section 3 - Election and Tenure of Directors
1. Paragraph 2.
The last two sentences of Article IV, Section 3, paragraph 2 read:
“A proper authenticated ballot shall be mailed to each voting member. Said ballots shall be returned to the Association Office either by personal delivery or by mail postmarked no later than April 15th.”
Recommended change:
Change “A proper authenticated ballot” to “An authenticated ballot.” Replace “mailed” from the first sentence with “supplied.” Delete “either by personal delivery or by mail postmarked.” Replace “April 15th” with “the date specified on the ballot.”
Amended Article IV, Section 3, paragraph 2 last two sentences would read:
“An authenticated ballot shall be supplied to each voting member. Said ballots shall be returned to the Association Office no later than the date specified on the ballot.”
Rationale:
The word “proper” is redundant. The method of return is changed to allow for other means of delivery. The April 15 date is removed both because it conflicts with the time line for application to become a Director and it imposes unnecessary restrictions on the election process.
2. Paragraph 3.
The first two sentences read:
The ballots shall be counted by an Elections Committee appointed by the President and agreed to by a two-thirds (2/3) vote of the Board of Directors. The Elections Committee shall be comprised of two (2) Directors, two (2) General or Non-ProfitMembers, andthe Executive Director.
Recommended change:
Remove the specificity.
Article IV, Section 3, paragraph 3 would then read:
The ballots shall be counted at the direction of the Elections Committee which is appointed by the President and agreed to by a two-thirds (2/3) vote of the Board of Directors.
Rationale:
New procedure simplifies the process while retaining accountability.
I. Article V, Section 1 - Officers
1. Section 1 currently reads:
The Officers of this Association shall be a President, Vice-President, Secretary, and Treasurer.
Recommended change:
Add the following from Article 5, Section 5:
The Officers shall have customary powers, duties, and responsibilities of such officers in parliamentary bodies.
Article V, Section 1 would read:
The Officers of this Association shall be a President, Vice-President, Secretary, and Treasurer. The Officers shall have customary powers, duties, and responsibilities of such officers in parliamentary bodies.
Rationale:
Duties should appear with the names of the offices. This is merely a movement of text.
2. Article V, Section 2 - Election and Term of Office
Article V, Section 2 currently reads:
The Officers of the Association shall be elected by the sitting Board of Directors from its membership in a special meeting convened after ballots have been tabulated and before the first meeting of the new Board. Officers shall be elected for one (1) year, eligible for no more than 4 consecutive one year terms. The officers shall assume office upon election.
Recommended change:
Remove “in a special meeting convened after ballots have been tabulated and before the first meeting of the new Board” and replace with new procedure.
Article V, Section 2 would read:
The Officers of the Association shall be elected by the sitting Board of Directors from its membership. A Nominating Committee appointed by the Executive Committee will present a slate of officers at the April Board meeting. The full board will vote on the slate of officers at the May Board Meeting prior to the first meeting of the new board. Officers shall be elected for one (1) year, eligible for no more than 4 consecutive one year terms. The officers shall assume office upon election at the May meeting of the new board.
Rationale:
This change eliminates the convening of a special meeting and clarifies the procedure for the election of officers.
3. Article V, Section 5 - Duties
Article V, Section 5 currently reads:
The Officers shall have customary powers, duties, and responsibilities of such officers in parliamentary bodies, The Executive Directorshall be responsible for and shall from time to time prepare anupdated membership list, a copy of which shall be provided to each Director. Such membership list shall not be disclosed to any person except by authorization of the Board of Directors. However, an open referral list and/or directory shall be prepared on which voting Members may choose to be listed.
Recommended change:
The first sentence has been moved to Article V, Section 1, and Officers.
The remainder of the section should be modified and moved to Books and Records.
These changes would eliminate Article V, Section 5.
Rationale:
Changes made for clarity and cohesiveness.
J. Article XI - Books and Records
Article XI currently reads:
The Association shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors, and committees, and shall also keep a record giving names and addresses of the members entitled to vote. Financial records, the by-laws, and past minutes of the Board of Directors shall be available for inspection by any member at the office of the Association with reasonable notice.
Recommended change:
Add the following from Article V, section 5: The Executive Directorshall be responsible for and shall from time to time prepare anupdated membership list, a copy of which shall be provided to each Director. Such membership list shall not be disclosed to any person except by authorization of the Board of Directors. Also, delete the last sentence of Article V, section 5: “However, an open referral list and/or directory shall be prepared on which voting Members may choose to be listed.”
Article XI would then read:
The Association shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors, and committees, and shall also keep a record giving names and addresses of the members entitled to vote. Financial records, the by-laws, and past minutes of the Board of Directors shall be available for inspection by any member at the office of the Association with reasonable notice. The Executive Directorshall be responsible for and shall from time to time prepare anupdated membership list, a copy of which shall be provided to each Director. Such membership list shall not be disclosed to any person except by authorization of the Board of Directors.
Rationale:
These changes combine Article V, section 5 with Article XI resulting in a more coherent rendering of the information. The deleted sentence adds no new information and would be more appropriate in the Policies and Procedures Manual.
K. Article XII - Amendments to By-Laws
Article XII currently reads:
These By-Laws may be altered, amended, or repealed, and new By-Laws may be adopted by a two-thirds (2/3) vote of the Directors, but subject to ratification by a majority of the active voting Members. Proposed alterations, amendments or adoptions shall be sent to all active voting members at least ten (10) days prior to the next regularly scheduled Board meeting. Active voting members will have the opportunity to address the Board at this Board meeting regarding the proposed alterations, amendments or adoptions. Immediately following this Board meeting active voting members will be sent a proper authenticated ballot. Ballots shall be returned to the Association Office within ten (10) days of their mailing either in person or by mail. A quorum will be deemed to have been met providing that ten percent (10%) of the ballots are returned tothe GSDBA office. The ballots shall be counted by a special committee appointed by the President and agreed to by two-thirds (2/3) vote of the Board of Directors. This committee shall be comprised of two (2) Directors, two (2) General or Non-Profit Members, and the Executive Director. The committee shall present the results of the balloting to the President who will notify all Association members.
Recommended changes:
Eliminate the section that requires two different notifications to the membership about changes to the By-laws. Also, the change in language will allow for communications other than mail.
Revised Article XII would read:
These By-Laws may be altered, amended, or repealed, and new By-Laws may be adopted by a two-thirds (2/3) vote of the Directors, but subject to ratification by a majority of the active voting Members. Proposed alterations, amendments or adoptions shall be sent to all active voting members with and authenticated ballot. Ballots shall be returned to the Association Office within ten (10) days. A quorum will be deemed to have been met providing that ten percent (10%) of the ballots are returned tothe GSDBA office. The ballots shall be counted by a special committee appointed by the President and agreed to by two-thirds (2/3) vote of the Board of Directors. The committee shall present the results of the balloting to the President who will notify all Association members.
Rationale:
The proposed changes streamline the amendment process and are in keeping with current Association practices. They also retain the integrity and intent of the article.
L. Proposed language Designation change for the following titles: Executive Director, Board President, Board Vice President.
The Board of Directors has voted to change the title, Executive Director to Chief Executive Officer. At the same time the Board has voted to change the title of Board President to Chair and Vice President to Vice Chair.
Your acceptance of this change would replace all references in the By-laws from Executive Director to Chief Executive Officer and President and Vice President to Chair and Vice Chair.
Rationale:
In keeping with current trends in large organizations and particularly in business organizations, this change would support GSDBA’s role as an important business leader in San Diego County and in the national LGBT movement. We have included portions of an article which further develops reasons for this change.
There are no changes in the duties or functions of any of these offices. The chief executive would continue under the current job description for Executive Director and would retain the same status as a voice at board meetings with no vote. The Chair and the Vice Chair would retain all the duties and responsibilities currently in place. In other words, this change is one in name only, but not in any redefinition of the offices. The image generated by the change will, however, be in keeping with contemporary trends.
As per the attached excerpts from the article “Evolving Titles for Association Executives,” GSDBA, with these title changes, would be coming in line with current industry standards. Some organizations which have made this change: the San Diego Hispanic Chamber of Commerce, The LGBT Community Center, the San Diego Regional Chamber of Commerce, the Women’s Business Center of California and the National Gay & Lesbian Chamber of Commerce. (See Below)
Excerpt from :
Evolving Titles for Association Executives
By: Mark Alcorn , Alcorn & Associates mark@alcornlaw.com
Published: September 2006
APPROPRIATE ASSOCIATION LEADERSHIP TITLES FOR THE FUTURE
What title is correct for most associations for the present and the foreseeable future? In my opinion, the correct title is the title that appropriately identifies the executive’s role in the organization. Having stated that, I believe that the titles “executive director” and “executive vice president” should rarely be used because they are unclear and do not appropriately identify the status or role of the executive. My rationale is as follows:
First, the term “executive director” is not well understood outside of the association industry (or within the industry in some cases). It also lacks legal significance and recognition. Many government agencies and commercial firms even refuse to accept the signature of an executive director on routine documents and/or contracts.
Second, the role of an AE is literally that of a “chief executive officer.” Except for a few unique Board functions, most organizational function and implementation is or should be performed by staff. Boards ordinarily employ the executive as a single point of interface between Board directives and implementation of those directives. The Board issues policy and directives, and focuses on overall performance, not the details of how the work was done. In this sense, the AE is literally the only person in the organization who functions as a chief executive officer. See Note 1.
Third, in terms of a designation for a chief elected officer, the term “chairman of the board” is most appropriate. The chairman functions by leading (chairing and overseeing) the Board of Directors, and in addressing key policy issues and directions. The chairman generally has no power to direct activities of the association (or, in the case of for-profit enterprises, the corporation). The power of the chairman lies in his or her ability to lead a Board, not to implement Board directives.
Fourth, use of the title “president” for a chief elected officer is almost always inappropriate. The meaning of the title “president” is almost universally understood to be the same as CEO. As discussed above, the elected leaders rarely function in that role.
(Please note that the proposal for the GSDBA Board is the use of the terms “Chair” and “Vice Chair” because they are more inclusive than “Chairman.”)
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