Proposed By-laws Revisions (to be voted on in January)

At the January 3, 2011 meeting of the Warren Astronomical Society, these changes were approved by our membership. The final, approved version of the bylaws may be found here.

As announced in December, the board plans to conduct a vote on changes to our bylaws at the January 3 meeting. The changes made to the by-laws are meant to reflect the way that the organization is actually run. We walked through each proposed change at the December Cranbrook meeting; this is for a reminder and for those who missed that meeting.

The entire bylaws documents, with revisions noted, can be downloaded here.

Please review the changes and consider them. We are hoping to get a majority of paying members to vote on these changes on Monday, as the current bylaws require a majority of the total membership to revise the bylaws. If you are able to, please attend the meeting and be prepared to pay your dues so that you can vote.

A list of the substantial revisions:

Honorary life membership has been revised so that the board can award it by unanimous vote. Previously, the board recommended it and the entirety of the membership voted on it. This is not how the last two honorary lifetime memberships were awarded.

College and Junior/Student membership have been combined into a single category, student membership. The board changed the dues for College and Junior Membership to be the same some years ago.

Expulsion of members has been changed so that a supermajority (five out of the seven) of the entire board can expel a member. Here is the old procedure: "Any member may be expelled from membership by the Board of Directors when in the judgment of the Board of Directors the interest of the Corporation will be served thereby. ...
"The Board of Directors shall then pass final decision upon the matter and upon a recommendation of simple majority of the Board of Directors, and provided such expulsion is approved by a majority of votes cast by the voting members in a regular or special meeting, the member's name will then be dropped from the membership roll."

The language seemed to be contradictory (the board can remove, but members must vote?). We have not had need to make use of this in ten years, but thought that resolving the contradiction was important.

The annual meeting has been moved from the October Macomb meeting to the November Cranbrook meeting. This is due to the significantly greater attendance at Cranbrook and the frequent collisions with star parties in October. The "annual" board meeting has been moved to that meeting as well. We also removed references to specific venues.

The Waiver of Notice clause has been removed, as nobody understands what it means. It seemed to mean that if officers missed a board meeting, they couldn't claim that decisions made there were invalid due to their absence. The sense of the board on this topic is, "Well, duh."

The voting procedure has been amended to make voting for uncontested positions by acclaim (the way all W.A.S. elections I have seen are conducted) a recognized election process.

Two new officer positions have been added: Outreach Director and Publications Director. They are not new positions and date back to the 70s at least, but have never been first-class offices.

The first and second vice president positions have been divided into separate articles, and their duties enumerated. Before, the language was extremely vague.

Officers can now be removed by a majority vote of the board rather than by the majority of the board AND a majority of the membership. This is how it was done the last time an officer was removed.

Mid-term vacancies in office are now filled by the board, rather than the more complicated series of rules in the current bylaws. This is how a mid-term vacancy was filled last time.

The fiscal year of the corporation has been changed to the calendar year to match the current membership year.

Finally, and most importantly, properly announced amendments to by-laws can now be approved by a majority of the membership at a meeting, instead of the majority of the total membership. Under the old system, changes to the by-laws are nearly impossible, since it is rare to have near half the membership at a meeting.

A lot of work and discussion have gone into these by-law changes. None of them are intended to change the way the Society operates, but rather to fit the way the Society operates now, to strengthen our bid for 501(c)(3) status. They should also make future changes much more possible to make.

The board hopes that you approve of these by-laws, that you attend Monday's meeting, and that you pay your dues so that you can vote. Thank you for your attention and participation in this important event.

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