OFA Corporation Officers Restructuring - Bylaws Update 2017

Bylaws Update Project Corporation Officers February 8, 2017 Paul Grun OFA Vice Chair

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): 1. We must have at least a President or Chairman (either title), a Secretary and a Treasurer 2. no person serving as the Secretary, (or) the Treasurer may serve concurrently as president or chair of the board. 2 #OFADevWorkshop

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. 3 #OFADevWorkshop

Voteable Article 8: Define the Officers Motion: The Officers of the Corporation shall consist of a Chair, a Vice Chair, a Treasurer, and a Secretary. Neither the Treasurer nor Secretary may simultaneously serve as Chair or Vice Chair. The Officers shall serve without compensation unless otherwise approved by the Board. Comment: This meets the statutory requirement to have at least a Chair, Secretary and Treasurer. The Vice Chair is not required by statute. Eliminate the may language, drop reference to a President 4 #OFADevWorkshop

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. 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. 5 #OFADevWorkshop

Voteable Article 8: Nominations and Voting Motion: Participation participation in the nomination of, and voting for, Officers shall be limited to Promoter Members. Eligibility Only Promoter Members are eligible to serve as Officers. Other classes of members, including At Large Directors, are not eligible to serve as Officers. Nominations - nominations shall be accepted by the Secretary up until 72 hours prior to the scheduled meeting time, and shall be published as part of the agenda. Voting voting shall occur during a regularly scheduled Board meeting, including proper notice of the Board meeting agenda. No slates - each Officer shall be elected individually Comment: Specify rules for nominating and voting for officers. 6 #OFADevWorkshop

Voteable Article 8: Eligibility and Succession Motion: Individual eligibility: An individual must be an employee or contractor of a Promoter Member in order to serve as an Officer. Succession, individual: If an individual serving as an Officer ceases employment for the Promoter Member Company, or if the Board takes action to remove that individual due to loss of Good Standing, the Board shall hold an election to fill the remainder of that individual s term. Succession, Member Company: If an Officer is employed by or contracted to a Promoter Member Company, and if that Promoter Member Company loses its Good Standing, the Board shall hold an election to fill the remainder of that individual s term. Comment: Current Bylaws contain no provisions for removing or replacing an Officer, other than to say, shall serve at the pleasure of the Board. Later motions will define Good Standing , but roughly it means a) lack of regular participation, or b) poor behavior as recognized by a majority of the Board. 7 #OFADevWorkshop

Existing Text Article 5.9 5.9 Conduct of (Member) Meetings. A. 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. 8 #OFADevWorkshop

Voteable Article 5.9: Member Meetings Motion: 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. Minutes of the meeting shall be taken by an individual appointed by the Chair for that purpose. Comment: Clarify the order of succession for conducting a members meeting. Eliminate the reference to secretary of the meeting . Note that there is NO statutory requirement that the Secretary be the minute taker for any given meeting. 9 #OFADevWorkshop

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. 10 #OFADevWorkshop

Voteable Article 7.8: Conduct of Board Meetings Motion: The Board 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. Comment: Clarify the order of succession for conducting Board meetings. Eliminate the reference to secretary of the meeting . Note that there is NO statutory requirement that the Secretary be the minute taker for any given meeting. Provisions for governing the conduct of the meeting (i.e. Roberts Rules of Order or similar), to be discussed and voted in another set of motions. 11 #OFADevWorkshop