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ByLaws Project

This page will be used to store key files and communications related to our desire to create new bylaws that better fit us.

Documents (Note: We are waiting on the confirmations listed below. We will take off the "confirmed" language once each of the documents are confirmed to be correct.)

Information and Insights provided by the group (some of these have been summarized for brevity. If they aren't represented correctly, please let Grace know and she can adjust it). 

  • 2-15-24 This is a response to a series of questions asked by April.

  • 1: Do we have emergency bylaws?We believe you are referring to Char's email where her resource indicated that one of the sections a nonprofit must have in their bylaw document is operating under emergency bylaws. We will review the info from Char's resource and make sure this section is in there. Not sure if it is in there now, because we don't know what Char's resource is describing, But we will check that out.
    2: What are quorum requirements?  The minimum number of members of an assembly or society that must be present at any of its meetings to make the proceedings of that meeting valid.
    3: Do our bylaws correspond with our procedures?Historically, we believe that the ACA has adhered to the bylaws in areas where it needed to. But the nature of a typical bylaw document is viewed to be in conflict with feminist processes and ways of functioning. The hope, in this process, is to still keep the document legal, but to take it as far as possible to reflect the way we would like to function (i.e. our procedures).
    4: Do the bylaws fulfill our mission at the ACA? The bylaws don't fulfill a mission. The ACA determines the mission and drafts the bylaws to reflect that.
    5: There is a lot to look at and consider and I don't feel one month is enough to pass them. we need to consider it then discuss it in 2 months. that gives us time to look at, edit, send back, recheck again and then vote.In looking at the early comments and responses, we think so as well. So we think we should set a deadline of the end of February to get all the feedback from the members on the bylaw document. Then make edits as soon as possible. Then set a new date for actually voting on the bylaws, once the next iteration is finished.
    6. I would also like to see the original bylaws as well. And the mission statementYou can see the mission statement at https://www.alapine.org/aca You can see copies of the 2007, 2022, and proposed 2024 bylaw documents at https://www.alapine.org/bylawsproject
    7. So why is there so much of the original document missingRand and Susan (I think) attempted to delete anything that isn't required in a bylaw document.  They can comment further.
    8. If I was a board member I would want the indemnity clause in the bylaws to protect me from people that think they can walk all over u if u make a mistake. The board and others have commented about the need to make sure the indemnity language is in there and we know that is very important. We do intend to make sure that language is included. FYI for other members, indemnity language typically intends to protect the members and the board in case of a lawsuit against the ACA.
    9. Did the whole board ok that u took so much out of the document? did they even see it before u posted it on here. aren't they suppose to approve anything u post before u post it?Rand and Susan were initially leading the bylaw redraft. Grace was added to the team, but only in the last month, so she hasn't done any work on this. The board as a group has not reviewed it. Since the bylaws represent the mission and function of the ACA, the members need to be an intimate part of the process, so the board members will also be reviewing it alongside all the other members. In the future, we do need to have discussion about the board and what it's responsibilities are and confirm with the membership, what it does “want” and “not want” to weigh in on. But the bylaws should be reviewed by every member and have their ideas and thoughts considered.

  • 2-13-24 Patricia - We do not have to re-invent the wheel. Please reference these freeHOA Templates to assist. Best, Patricia - https://www.hoamanagement.com/free-hoa-templates/

  • 2-13-24 Torii - Yes, in general the bylaws are used by 401cs to framework the governing rules and policies are more about the day to day use or operations. Normally it says in th bylaws how they can be changed, often with a membership vote. I don’t think we need to throw out the whole framework, what I am hearing is that the concern is that this is a member-driven organization. I think if we focus specifically on what people currently don’t agree with in the bylaws, we may just need to change the wording in certain sections. There are things in the bylaws that are required by law…hence the name. I think if we can just see the proposed changes in the current framework, it will save us a lot of time and frustration, and we can get on with the real business of this organization, which is to focus on our mission statement, and find new ways to help and enjoy each other’s company. Afterall, the current rendition of the bylaws, which we voted on last year, had not been changed since 2007, and yet the ACA survived.

  • 2-11-24 There was a lot of back and forth between Rand and Torii. Much of it was a pretty detailed level. See the actual emails that were sent if you want that level of detail.

  • 2-12-24 Patricia - Yes, the bylaws are very bad, and may be contributing greatly to the malfunction of the board. I like a three year term, but you have to get a thumbs up to keep serving each year. This way, they are accountable and not just sovereign. Maybe even a community performance review!!

  • 2-12-24 Char - Bylaws for your Alabama nonprofit (https://www.northwestregisteredagent.com/nonprofit/alabama#bylaws) should include all the important information about your nonprofit (name, business address, purpose, etc.). It should also contain specific rules for how your nonprofit internally functions. Since your Alabama nonprofit bylaws provide your board of directors direct and clear guidance on how to run your nonprofit, your bylaws need to have rules for: appointing and removing board members, notifying members of board meetings and setting locations, voting and meeting quorum requirements, treating conflicts of interest, compensating directors, maintaining records and meeting minutes, amending bylaws, operating under emergency bylaws

  • 2-12-24 Grace - Regardless of the history of our bylaws, the bylaws are a legal document and are supposed to represent how we function. So I think the bylaws: 1. Must be legal and reflect legal functions and processes. 2. Must closely reflect, as much as possible, how we function. 3. As much as allowable by law, should refer details to our internal documents (our policies and procedures) rather than have it in the bylaws. That way we minimize the need to report bylaw changes to the government. Some details must be in the bylaw document by law, and we must abide by those requirements. But we should take any details about operations out of bylaws as much as legally possible and refer to our P&P instead. 4. We are actually supposed to function according to the bylaws so it is essential that we draft bylaws that “fit” us as much as possible within the legal requirements. So I strongly encourage everyone to provide feedback so, in the end product, we have something that is helpful to us and “works” for us. 

  • 2-11-24 Torii - I feel the need to address this email. Last year when I was on the board, there was an expressed desire to update the bylaws. We formed a committee to do just that, and took into consideration the work that had been done by the previous committee you are referencing. The problem with that work was that it had been taken out of the context of the original bylaws, and no one could understand what changes were made, because they were renumbered and not shown with the previous bylaws. After much work on the bylaws (we spent several months on it), we presented the new version, with explanations of why we kept most of the original text. The members voted on it and approved it. I am not saying we shouldn’t make further changes, but I am attaching an article that says how that should be done, because despite the desire to make changes, it is a legal document that should be done correctly, and I won’t vote for it to be changed in this manner. I would think the solution isn’t do it correctly, and then work on a “Bylaws in Plain English” version for members that cuts through some of the confusion. 

  • 2-11-24 Patricia - 3 year term is too long, I've had 2 requests dismissed without a response. (Note: Board is working with Patrica on the request issue).

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