Agenda Items/OA Amendments

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Proposed OA Amendments

  • There has been much discussion about our OA. There are loopholes, discrepancies, inconsistencies, and things that are just contrary to our standard operating procedures. So we are trying to correct some of that with these amendments.
  • All OA amendments require an absolute 2/3 of all B-share members to pass.
  • Any OA amendments that pass will be taken to our lawyers and vetted to ensure that they are legal, properly worded to do what they are intended to do, don't contradict any other OA sections and don't break anything else within the OA.
  • The current list of OA amendments can be found here.
  • Discussion of individual amendments is taking place in individual threads dedicated to each specific amendment. The threads should be entitled "[OA Discussion] Amendment #" on the members list. I will try to update the this page to direct to each thread as they start up.
  • The main OA thread on the members list is here if you would like to add an amendment proposal to the list.
  • The current Operating Agreement can be found here

Threads

Amendment #1

Add "The purchase of investment shares must be approved by a majority vote of the Board." (3.1.a.xiii – pg 3 & 4.2 - pg 5)

    • Intent - To prevent a single Director from creating debt for the Hackerspace without any oversight

Amendment #2

Strike 3.1.a.xxi - the Board can change “...the authorized number of Directors on the Board of Directors (3.1.a.xxi – pg 4). Add “Changing the authorized number of Directors on the Board of Directors is done by a majority vote of Class B members” ( Create 3.1.c - pg 3)

    • Intent - Makes it so the number of Board positions is determined by the Class B Members

Amendment #3

Strike “Each Director shall hold office for the term of three (3) years.” (3.4 – pg 3) Replace with “Each Director shall hold office for the term of one (1) year.” (3.4 – pg 3)

    • Intent - Set the length of a Director's term to 1 year.

Amendment #4

REMOVED

This amendment has been stricken from the referendum Elected board positions will be defined as set by policy approved by a majority of the membership and publicly posted.

    • Intent - Clarifies that these positions are Board of Directors positions and specifies the titles of the positions on the Board.

Amendment #5

Strike ”A Majority of the Directors shall appoint one (1) Director to preside as Executive Director of the Board of Directors at regular meetings of the Directors.” (3.4 – pg 3) Add that the Executive Director is one of the elected positions, which is in #4 above. (3.4 – pg 3)

    • Intent - Makes the Executive Director a Board position elected by the Class B Members

Amendment #6

Strike 3.6.i enitrely which again states the Executive Director is appointed by the Board. (3.6.i – pg 5)

    • Intent - Makes the Executive Director a Board position elected by the Class B Members

Amendment #7

Add “by the unanimous Directors minus the Director being removed, provided the Director to be removed by vote of the Directors has been notified…”. (3.5.b.i.B – pg 3)

    • Intent - Prevents a Director from blocking their own removal by the rest of the Board

Amendment #8

Add in the Special Meeting of the Directors “...any Director of the Company provided notice is given 24 hours prior and the meeting only pertains to one subject.” (3.6.c – pg 5)

    • Intent - Allows emergency Board meetings to be called with 24 hour notice to cover a single topic

Amendment #9

REMOVED

This amendment has been stricken from the referendum
Add Class D shares (relates to but is not addressed specifically in 4.2 – pg 5).

    • Intent - Create a new class of shares

Amendment #10

Strike 4.4.c, the entire 7 signature process (4.4.c – pg 6). Replace with "New members joining the Company must do so in accordance with the publicly posted policies as set by the Class B Members."

    • Intent - Eliminates the 7 signature sign up process and allows the Class B Members to define the policy for joining

Amendment #11

Strike “For avoidance of doubt, the determination of fifty percent (50%) or a majority shall be based on all of the outstanding Voting Shares.” (Exhibit "B" Defined Terms - pg 30) Replace with “For avoidance of doubt, the determination of fifty percent (50%) shall be based on all of the votes turned in on that item provided that the total number of votes turned in meets or exceeds quorum.” (Exhibit “B” Defined Terms – pg 30)

    • Intent - Requires simple majority for standard votes

Amendment #12

Strike vote by “proxy.” (4.6.h) Replace with vote by “remote ballot.” (4.6.h - pg 8)

    • Intent - To clarify that handing a vote to another member to cast is not allowed, but remote ballots are.

Amendment #13

Strike section 4.6.f, “Quorum.” (4.6.f - pg 7) Replace with the following: (4.6.f - pg 7)

  • f. Quorum. So long as a meeting was given proper notice, there is no quorum requirement for a meeting of Class B Members, except as otherwise provided by the Act, the Certificate of Formation or this Agreement; provided however, that the presence of a Majority of the Class B Members shall constitute a quorum at any meeting where the removal of a Director is to be considered. Quorum is required for a vote to be valid. The casting of thirty percent (30%) of the ballots from all of the Class B Members of the Company holding Voting Shares shall constitute a quorum, except as otherwise provided by the Act, the Certificate of Formation or this Agreement.
    • Intent - Removes the need for quorum at a meeting to commence a vote, but still require that at least a quorum of votes be turned in for the vote to be valid

Amendment #14

Strike “...at which a quorum is present…” (4.6.h - pg 8) Replace with “...that results in a quorum of ballots cast…” (4.6.h - pg 8)

    • Intent - Removes the need for quorum at a meeting to commence a vote, but still require that at least a quorum of votes be turned in for the vote to be valid