Notes from Windward: #60

Amending the By-Laws

by Walt

Ther are lots of "chores" that have to be done on a regular basis in order to keep the community safe and sound. Just as a roof needs to be tended to annually so to that it continues to protect us from the rain and snow of winter, our organizational structure needs periodic review and maintenance as well.

This go around, we amended our By-Laws to address two issues which had come up in the previous year. The first had to do with the creation of a "null" proxy so that members could withdraw from active particaption without having their credits impact the process of deciding who sits on our board of directors.

Unlike most non-profits, our Board of Directors is not self-electing, but rather is chosen by the membership in a process which is weighted by the number of credits which have been earned by each member. Everyone has a say, but those who put in the most time and resources have a correspondingly larger say in the process of selection.

One of our senior members wanted to go on inactive status and step down from the Board, but he had enough credits in his own right to entitle him to a seat on the Board. If he proxied his credits to any other member, that member's compounded total would have automatically put that member on the board, and would have probably resulted in a shift in which director slots the existing directors would have occupied. Since it was not his desire to shuffle the board membership, we needed to come up with a neutral way to go.

The solution we chose was to create a "null proxie" category of proxy allowing someone to specify that their credits would not be used to determine the make-up of Windward Board of Directors.

The second area of change had to do with the position of Apprentice Director. It's very important to us that the interests and perspectives of our new members be fully incorporated into our decision making process, and so one of the five seats on our Board is reserved for the senior Apprentice member.

We've recently encountered the situation where the Apprentice Director was ready to be recognized as a full member without another Apprentice being ready to take over that seat on the Board. We decided to amend the By-Laws so that when this happened the Apprentice Director could remain on the Board until the next Apprentice was ready to take on those duties.

I know that most folks find administrative stuff like this to be dull as dishwater, but it's important none the less. In good times, things just rock along on their own, but it's when conflict develops within an organization, and no organization is immune to conflict, that things like the By-laws become vitally important. They're our official method of resolving disputes and of taking the steps needed to do what we've come together to do. While we may differ on many things, maintaining the viability of our organization isn't one of them.

The Amended Bylaws of the Windward Foundation

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