Agenda Items/OA Amendments June 2014

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OVERVIEW

  • There are 5 proposed OA Amendments from Mert Eastman. Here each are listed with the relevant information.
  • First, the intent of the change given as the "Purpose" which includes the targeted section of the OA and page number for reference.
  • This is then followed by the wording that is currently in the OA.
    • Anything written in red is to be stricken from the OA.
  • Next is the proposed new wording.
    • Anything written in green is to be added to the OA.
    • Amendment #2, Board Compensation, has 2 choices and will be presented as a ranked question
  1. Yea to Board Compensation Option A (only Option A is acceptable)
  2. Yea to Board Compensation Option A>Option B (Option A preferred, but Option B is acceptable)
  3. Yea to Board Compensation Option B (only Option B is acceptable)
  4. Yea to Board Compensation Option B>OptionA (Option B preferred, but Option A is acceptable)
  5. Nay (leave section unchanged)
  • A link to the current OA is found here
  • A link to the original proposal document is here

1. ADDITIONAL CAPITAL CONTRIBUTIONS AMENDMENT

  • PURPOSE: Correct what appears to be a typographical error in section 7.2 (pg 11). This section discusses how additional contributions are added to the company and currently refers to section 3.1.b (pg 3). Section 3.1.b is unrelated and covers expenditures by the company in excess of $500. This amendment will change the reference to section 3.1.a.xiii (pg 2), which states that the company incurring indebtedness is approved by the Board.
  • CURRENT WORDING OF 7.2 No Member shall be required to make additional capital contributions to the Company. Members may make Capital Contributions to the Company if so approved in accordance with Section 3.1b.
    • CURRENT REFERENCED SECTION 3.1.b: Notwithstanding the foregoing provisions of Section 3.1(a), the approval of the Class B Members shall be required prior to the Company taking any action requiring the expenditure of more than five hundred dollars ($500) of Company cash in any single, or series of related transactions.
  • NEW WORDING OF 7.2 No Member shall be required to make additional capital contributions to the Company. Members may make Capital Contributions to the Company if so approved in accordance with Section 3.1a.xiii.
    • NEW REFERENCED SECTION 3.1.a.xiii: incurring any indebtedness (secured or unsecured, direct or contingent), or prepaying in whole or in part, refinancing, increasing, modifying, or extending any such indebtedness of the Company, and the purchase of investment shares must be approved by a majority vote of the Board;

2. BOARD COMPENSATION AMENDMENT

  • PURPOSE: Amend section 3.7 (pg 5) to clarify how the Board is compensated. Option A makes the intent clear that compensation is optional at the prerogative of the members. Option B provides that the board shall be unpaid.
  • CURRENT WORDING OPTION A: The Directors shall receive compensation for their services to the Company as approved by the Class B Members.
    • NEW WORDING OPTION A: The Directors may receive compensation for their services to the Company as approved by the Class B Members.

OR

  • CURRENT WORDING OPTION B: The Directors shall receive compensation for their services to the Company as approved by the Class B Members.
    • NEW WORDING OPTION B: The Directors shall serve without compensation for their services to the Company, except for reimbursement for expenses related to their duties.

3. BOARD TERM LENGTH AMENDMENT

  • PURPOSE: Amend section 3.4 (pg 3) to change all future length of terms of Board members from 3 years to 1 year.
  • CURRENT WORDING: The number of Directors of the Company shall be determined from time to time in accordance with this Agreement but initially shall be seven (7). Each Director shall hold office for the term of three (3) years and until his or her successor shall have been elected and qualified, or until his or her earlier death, resignation or removal. Unless otherwise provided in the Certificate of Formation, Directors need not be Members or residents of the State of Texas.
  • NEW WORDING: The number of Directors of the Company shall be determined from time to time in accordance with this Agreement but initially shall be seven (7). Each Director shall hold office for the term of one (1) year and until his or her successor shall have been elected and qualified, or until his or her earlier death, resignation or removal. Unless otherwise provided in the Certificate of Formation, Directors need not be Members or residents of the State of Texas.

4. MONTHLY DUES AS CAPITAL CONTRIBUTIONS AMENDMENT

  • PURPOSE: Amend section 4.10 (pg 9) to clarify that user dues of all members, including patrons and Class A and C investors, do not count as a capital contribution. Currently 4.10 excludes only the dues of Class B members.
  • CURRENT WORDING: Users shall pay the Monthly Dues to the Company at the address of its principal office on or prior to the 10th day of each month. With respect to the Class B Members who are Users, Monthly Dues shall be in the nature of an assessment, shall not be treated as additional Capital Contributions to the Company, and shall not be included in the Member’s Capital Account. The amount of the Monthly Dues may be changed from time to time following the date of this Agreement by the Board of Directors with the consent of Class B Members holding at least two thirds (2/3rd) of the Class B Shares.
  • NEW WORDING: There is no new wording. Just strike the words highlighted above to clarify that dues are not capital contributions for any member.

5. EXPENDITURES AT BI-WEEKLY MEETINGS AMENDMENT

  • PURPOSE: Amend section 4.7.e (pg 7) to allow expenditures by the Company to be voted on at the normal Bi-Weekly Member Meeting. Currently this section specifies that expenditures can only be voted on at annual, special or emergency meetings. This is contrary to how we have always operated and would be a hindrance to the operation of the Company by delaying decisions.
  • CURRENT WORDING: The Class B Members shall meet on a bi-weekly basis at the principal place of business of the Company, until such time as the Directors determine that such meetings shall be held in another location. The bi-weekly meetings shall occur on the first (1st) and third (3rd) Tuesdays of each month. A Class B Member may propose business to be brought before the meeting by delivery of notice to the Secretary of the Company in the manner described in Section 4.7(b), or by motion duly made and seconded at the meeting. The matters that may be brought before the Class B Members at such meetings may regard any matter other than matters pertaining to the expenditure of Company funds, which matters must be brought at annual, special or emergency meetings.
  • NEW WORDING: There is no new wording. Just strike the words highlighted above to allow for expenditure decisions at Bi-weekly Member Meetings.