Board of Directors Meeting Minutes, June 11, 2011

Meeting start time: 7:30pm
Location: Santa Clara, CA


The meeting procedures and rules allow remote attendees. SBAY Board of Directors meetings use the SBAY Networked Meeting Procedures rather than Robert's Rules or other parliamentary-style procedures.

Ian Kluft chaired the meeting. The meeting was found to have a quorum.

Ian Kluft acted as Secretary at the meeting and prepared the minutes for the web.

Agenda: Appoint Directors and Officers for 2011
This was an emergency meeting of the Board of Directors. No election was held for 2011. This meeting needed to solve a Catch-22 situation where some volunteers were too busy to organize an election while other volunteers who would have helped organize it were barred from doing so by the By-Laws because they had declared themselves as candidates. We counted two directors whose terms were still unexpired, John Delaney (2nd year of a 2-year term as Director) and Craig Anderson (Immediate Past President). Article III Section 14 of the By-Laws allows the remaining directors to elect a new board when less than a quorum remains.

Note: Heather Stern, a former President of the organization, was not present but left a message with positions she was willing to perform if the help was needed. Her offer was accepted. (Though people commonly joke about electing people who are not present at various clubs, doing so without their permission would be against our rules. Besides, that wouldn't be an effective way to find dedicated volunteers.)

Result: Appointments were made to fill officer and director vacancies. These terms are effective immediately through the end of the calendar year, when the terms from this Fall's scheduled election will take effect. The Board of Directors is now as follows:

  • President: Ian Kluft of San Jose, CA
  • Vice President: Mark C Whittington of Sterling, VA
  • Secretary: Heather Stern of Campbell, CA
  • Treasurer: Craig Anderson of San Jose, CA
  • Directors
    • Mark Cohen of San Francisco, CA
    • Bill Dale of Milpitas, CA
    • John Delaney of Sunnyvale, CA (not appointed - already in unexpired elected Director term)
    • Elise Engelhardt of San Jose, CA

The appointment of Craig Anderson to Treasurer leaves the voting seat for the Immediate Past President vacant. This is treated as a normal director vacancy. It will be filled by appointment by the President and approval by the Board. Contact the President if you're interested.

Agenda: By-Laws amendment to correct for this situation in the future
We originally had no consequences for missing election deadlines because it's a volunteer group - you have to try to keep them even if they're busy. While tiptoeing around consequences, we can untie the hands of available volunteers with an amendment to the By-Laws as follows. When the deadlines for nominations and elections are 10 days overdue, the Vice President becomes authorized and responsible to organize them. When they are 20 days overdue, any director may assume the role or appoint a nominations or elections chief. At 30 days overdue, any Organizing Member may assume the role of nominations or elections chief. In any case, nominations and elections must be held according to the By-Laws and any applicable policies.

Result: The Board appointed a committee consisting of Ian Kluft, John Delaney and Craig Anderson to write the wording of the By-Laws amendment to solve this problem for the future. Since the members approve By-Laws amendments, this will not come back to the board but will go straight to the members. There will be rounds of feedback before a vote. Members of the board made the following remarks:

  • Consider what happens when two or more members volunteer for nominations or elections at the same time. (Anderson)
  • The volunteer notification should be required to be sent to the mailing list, and the earliest timestamp takes precedence. (Whittington)
  • If two or more volunteer on the same day, then they are all part of the nominations or election committee and must select a chair among them. (Kluft)

The meeting adjourned at 8:09pm.

The South Bay Community Network, Inc.
a 501(c)3 tax-exempt California non-profit corporation
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