Hi Lane,I particularly am hoping in Cascadia's case to segregate management from governance. It is good practice for the Board to involve itself in big-picture decisions, and to leave the day to day management of the organization to the president. The president does not need to be a board member, for example Lila is not a member of WMF's board. The chair leads the board, mostly in a facilitating role; the president is the manager of the organization and he/she reports to the board. The president *can* be a member of the board, but they don't *need* to be, and since I've already proposed paying for some management staff time, it makes sense to me to have the president (who might or might not also be the treasurer) be someone who is separate from, and reports to, the board.
Actually, there are lots of ways that an organization can structure its officers. In Washington, corporations including charities can have only a single officer; for example, the Catholic Archdiocese of Seattle is a "corporation sole" with a single officer. However, in most charities this degree of centralization would be inadvisable. In Washington, if there is more than one officer, there is a requirement that the president and the secretary be different people. I believe that there are no requirements to have vice presidents or treasurers, although many organizations do so when there are enough trustworthy people involved to allow for multiple officers, especially if the workload is so great that the president and secretary can't handle everything by themselves.
I hope that makes sense. If not, we can talk more tonight.PineThis is an Encyclopedia
One gateway to the wide garden of knowledge, where lies
The deep rock of our past, in which we must delve
The well of our future,
The clear water we must leave untainted for those who come after us,
The fertile earth, in which truth may grow in bright places, tended by many hands,
And the broad fall of sunshine, warming our first steps toward knowing how much we do not know.
—Catherine MunroOn Tue, Jan 13, 2015 at 5:31 AM, Lane Rasberry <lane@bluerasberry.com> wrote:Peaceray,What titles are being imagined here? Confirm if I am correct:The organization has a board. The board has five members. Titles required in Washington are president, vice president, secretary, and treasurer. Any other titles are optional. All people on the board are officers in addition to any other titles they have. The board serves the organization's membership and staff, and people in those groups can have any titles they choose, like "(non-board) president", "director", "program manager", "volunteer", or anything else.I am having trouble understanding "This might be useful, for example, if the President and Treasurer are not board members and the Board wishes to have them serve on the Audit Committee" because the board has to have a president and treasurer, right?On Tue, Jan 13, 2015 at 2:17 AM, Raymond Leonard <raymond.f.leonard.jr@gmail.com> wrote:PeacerayYours,Lane / bluerasberry,Some of the divergence was due to State of Washington law. Since I know that Pine has been very busy with family matters, I will take the liberty of sharing what Pine wrote to me about the changes that he made:
***I did some online research and made some changes based on that research. In particular:***
- Washington law sets maximum notice of member meetings at 50 days.
- Per Washington law, the Corporation "Shall not loan money or credit to its officers or directors".
- I made the section on background checks more extensive, including spelling out how background checks for the President and Treasurer should be performed.
- Minors should not serve as voting Board members, but they may helpfully contribute to advisory boards and advisory committees. I made that explicit in a few places, and I removed the exception that allowed the Secretary to be a minor.
- I added a provision allowing for two non-Board members to be appointed to the Audit Committee. This might be useful, for example, if the President and Treasurer are not board members and the Board wishes to have them serve on the Audit Committee. This provision would also allow for people to serve on the Audit Committee who are not interested in serving on the full Board.
Also, if I recollect our subsequent verbal discussion correctly, other changes may have been modeled after other Washington non-profits, & there were some changes to give the board a bit more powerful & the officers a little bit less powerful. That was one reason that there is a Vice-Chairman of the Board but not a Vice-President.On Mon, Jan 12, 2015 at 4:12 AM, Lane Rasberry <lane@bluerasberry.com> wrote:Hello,These proposed by-laws are derived from Wikimedia DC bylaws. I read those DC bylaws in the past plus they have been used for some years. I will ask where and how these bylaws diverge from those.On Mon, Jan 12, 2015 at 3:27 AM, Pine W <wiki.pine@gmail.com> wrote:_______________________________________________Hi Sage,
The board members are noted in the agenda: https://en.wikipedia.org/wiki/Wikipedia:Meetup/Seattle#Monthly_meeting_January_13.2C_2015.2C_6pm_to_10pm
Sure, let's have a discussion about strategic goals. Would you like to add that to the agenda, perhaps above the bylaws agenda item?
Pine
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