Following the May meeting in Indianapolis, the NAFA Board of Directors announced that it was reviewing and updating its By-Laws and that it was using an outside law firm to conduct this review and update. They also announced that the proposed changes would be published on the NAFA website before the next meeting of the BoD set for August 7th in Las Vegas.
Given the technical nature of this review and the fact that there is a long agenda waiting for the August meeting, it is likely that the entire proposal will pass without much discussion.
So, I am going to present what was added to the NAFA website on July 19th.:
July 19, 2010 – Proposed changes to the Articles of Incorporation and Bylaws
The proposed changes to the bylaws and articles of incorporation are now posted on the NAFA web page. These will be considered by the Board at the August 7, 2010 Board meeting. If you have any comments, you may send them directly to the Board members or Chair or send an email through the contact us form and direct it to the Rules Committee.
- NAFA is a nonprofit Michigan directorship entity. As its corporate documents hadn’t been reviewed for many years, we hired Jane Forbes, who is with Michigan law firm of Dykema and serves as co-chair of the State Bar of Michigan Nonprofit Corporations Committee, to review NAFA’s articles of incorporation and bylaws to make sure they comply with the most current Michigan statutes and to bring them into the 21st century, legally and practically. The attached proposed revisions to the articles of incorporation and bylaws are the product of that work.
We’ve put up both redline and clean copies, so you can track the proposed revisions easily. Some involve moving language that doesn’t belong in bylaws to the corporate policies or rules; an example is the reference to dog CRN’s in Article III, which will be moved to Chapter 3 of the Rules of Racing since we’re advised this shouldn’t be in the bylaws. Others are more technical, such as the revision to the “deemed consent” provision for board approvals of administrative matters, or are designed to match the bylaws to actual practice, such as the composition and names of the various board committees. Still others are designed to state things more clearly than they are now. Finally, some are intended to modernize our documents so we can use outside services, like internet voting services, that weren’t even thought of when the original documents were created.
Amendments take a two-thirds vote of the Board of Directors. The Board plans to consider these at its August 7 meeting. These are a work in progress and NAFA welcomes comments and suggestions from NAFA community. Please send them directly to the Board members, whose contact information is listed on this site, or directly to the Board’s Chair at Leerie Jenkins.
The most important page provided by the NAFA BoD is the side by side comparisons of the old By-Laws and the proposed “revisions”. This is available here.
I urge the public to read this proposal and do not waste any time getting your comments into the Board. As of the publish date of this article, there are only 17 days left to comment. I have submitted my comments already in which I said that there is too little time afforded to the public for useful input. However, any comments posted here will be forwarded to the Board no matter when I receive them.
Chris…
3 comments ↓
This is not a comment that needs to be forwarded to the Board. It is a heads-up for others who care what happens in the organization. My understanding of the proposed revisions to the By-Laws:
1) allow the BoD to change the By-Laws by a simple majority (51%) rather than the previous 2/3 vote
2) allow a Director or a Committee Member to be removed with or without cause
3) allow the BoD the authority to choose either a binding or non-binding method with regard to delegate votes cast on proposed rules of racing changes; in essence allowing the choice of a simple majority (51%) rather than the previous 2/3 vote
Linda
hi Linda!
You make some good points. Let’s evaluate them to guage their impact:
1) Changing from a 2/3 to a simple majority vote of the BoD is only equal to one (1) Director. It does make 5 people on the BoD a little more powerful.
2) This is the wording that many States have adopted in association with their labor laws. Known as “at will” states, it means that an employer can fire you from your job for no reason at all.
So, in essence, this “revision” would allow the BoD (or one of its committees) to get rid of a member without providing a “reason”. I consider that too much power when we don’t know “who” might get elected to the Board in the future. There are some “blackhearted” people that may see that clause and use it to thwart the will of the people. And, no one would know the “real reason” why.
3) “Binding or non-binding” method. We’ve used this before. The BoD elected to “poll” the delegates about the “Open Class” before they drafted those Rules creating it. They wanted to see if there was any support for the concept of “pickup” teams.
But, by changing to a “simple majority” rather than requiring a 2/3 majority…they give WAY too much power to the club owners….the ones who are now referred to as “delegate vote holders”.
We no longer have delegates. We have switched over to a vote acrual system. Before, in theory, the club owners needed to consult with their club members and then cast their “club’s” votes. Now, NAFA has made it very clear that the “club” DOESN’T own the votes. The “club owners” own the votes and they have been classified as “delegate vote holders”.
So, what this “revision” means is that a minority controls the elections.
Example: Say you have 10 “delegate vote holders”. 5 of these individuals each have the maximum 8 votes. Together, these 5 represent 40 “votes”. The other 5 each hold 4 votes. They represent only 20 votes.
20 + 40=60 votes total.
A 2/3 majority=40 votes. So, if an issue wins support from only half (1/2) of these individuals, it would “pass” if it was all the “8″ delegate vote holders.
So, in this case, 5 out of 10 individuals could pass a major change. Not a clear majority but, not a “minority” either. The weighted votes become a tie-breaker.
But, with a “simple majority”, you only need 4 of the “8″ vote holders to pass a measure.
4 people x 8 votes each=32 votes.
vs. 1 person with 8 votes + 5 people with 4 votes each=28 votes.
4 people decide an issue over 6 people because of the “weighted” vote.
It isn’t fair. The 2/3 majority required of the “old” version of the By-Laws was put there to balance out the weighted vote of the “Super” clubs. An issue needed some support from the smaller clubs in order to pass. Hopefully, this 2/3 requirement represented a majority of “People” in NAFA.
Read “Let the People Vote”: http://www.flyballblog.com/let-the-people-vote/
and, “One Person, One Vote” http://www.flyballblog.com/one-person-one-vote/
for more information.
There are now highlights from the Aug 7 2010 BoD meeting and one of the items under Rules Changes says:
? Articles of Incorporation and Bylaws: Significant modifications were approved.
In my perspective, the proposed By-Law changes posted July 19 contained several authorities and powers that will now be given to the ED which in essence will greatly increase and legitimize perceived bias and preferential decision-making. The new By-Law authorities given do not require substantiation by anything written or published and allow for total autonomy without true accountability. The changes will give not only the ED but also the BoD free reign in making any decision they want, including adding more board members (i.e., expansion) without a voting process or term limits, dismissing a board member without cause, suspending a participant or club based on something that is not written or published anywhere. These new authorities will also apply to Distribution of Delegate Votes and Rules Governing Delegate Voting; even this process and changes to it will no longer have to be written and published anywhere.
I provided comments to the BoD and suggested they include words such as “written & published”, “willful” when referencing an infraction and only the use of the formal “Rules of Racing and Policies and Procedures” rather than a catch-all phrase that references something that may or may not be written and published.
Most participants and club owners think that the Rules of Racing and Policies and Procedures are all inclusive. Most also think the same rules apply to everyone who plays NAFA flyball. And, most think delegate voting ensures they have a voice in policy and decisions. Sadly, they are mistaken.
If the words “written and published” are not referenced in the authorities given the ED and BoD, be aware that you will never really know whether you are following the rules or not.
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