Here is a document of thoughts from a few Coordinators concerning voting, membership, and more. If you wish for additional information on a particular comment or thought, please copy the portion you are interested in to a new message and send out to both e-groups and rcdnet. If you want to express your thoughts, send me an e-mail at coordinator@sjrcd.org and I'll add it to this list.
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The following message concerned voting and membership.
... must pay to vote! :) no free lunch here.... voting by a proxy in person only, have discussed video/teleconferencing/email but no action. We have an "Individual Member" that has no voting rights, but may be elected or hired as an officer. ANYONE made be appointed or hired as an officer but they have no voting rights on the Board. This is to allow a CPA to be made the Treasurer, or hire a President/CEO to run the outfit if we ever get large enough to need such. it also allows us to operate outside of USDA if it ever becomes necessary. We have an "Advisor Member" with no voting rights or officer rights...the position held by DC's and other agency types
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Here is a well thought out series of comments.
This is one of the most interesting considerations to RC&D management. If the RC&D Council is a non-profit organization incorporated by the state and recognized by the IRS code section 501, that organization has the sole rights to determine its organizational structure. Given that statement, RC&Ds are not limited to the traditional "Sponsors" required to establish an RC&D area. Those sponsors could, and do in some places, suggest a charter board of directors, to establish the long term management of the organization (and if the sponsors did not do that originally, they still can do it). The Charter Board of Directors can then develop any type of membership requirements they desire. For instance, most nonprofit Boards try to encourage a diversity of backgrounds: financial, community leadership, nonprofit experience, program expertise, government relations, etc. Membership is probably one of the first things to be tackled after the Board is determined. Who can be a member, what are the advantages of being a member, and what requirements are there for good standing as a member (cost, involvement, etc.). In most nonprofits, some forms of the membership are given the right to vote, while others are not. This is a very important point: only the nonprofit Board of Directors has the right to determine who can and who can not vote! No government agency can determine that responsibility, including the state, the IRS, or any other government agency, including NRCS. One model that seems to work is this: 1) A membership open to individuals, agencies of government, corporations, nonprofits, and other organizations (fees determined by the board of directors for each status). 2) A vote for members to the Board is given to each membership category (e.g., one vote goes to each individual, government agency, corporation, and other organization in good standing). The Board could also establish a non-voting membership category as well. 3) If there is a concern for meeting the RC&D sponsor list, then the organization can determine that its Board of Directors will always have one representative for cities, one board member representing counties, one representative for the conservation districts, one from the Governor's office, one for all the tribes, etc. If that representative is not doing a good job of representation then they are voted out. 4) The Board of Directors then determines all issues for the organization, including which Board members will hold leadership, the annual budget, the program of work, and evaluation of the nonprofit's employees.
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Here is yet another comment.
Our sponsors are not required to pay to be voting members. We have 8 counties, with the possibility of 4 votes per county. We have a minimum dues of $100 per county. Sometimes the CD pays, sometimes the County Commissioners. At any rate, there are 2 at-large members per county. They have the privilege of voting, since they are named by the county, not themselves. They are not assessed dues separately. We have 1 county with no named members, they don't come and thus they don't vote and they don't pay dues. In other words, they have chosen to be inactive. The bylaws include a minimum of 5 counties represented to have a quorum. And that can be any of the 4 named members from that county or their designated alternates. We usually have a quorum, however, we have had occasion to not have one. In those cases, the voting is tabled for either the next meeting or a phone call vote to the members not in attendance, after the meeting, if a vote is necessary. This is then noted in the minutes. Voting by mail, e-mail or fax has never been initiated. NO PROXY VOTING ALLOWED IN THE BYLAWS! (We are not IBM, GE, GM, etc.) We have not used video conferencing for our meetings. Our members at-large, since they are included as voting members can, and do hold office. We have no provisions for associate members, junior members, etc. I might add that our council does not have 501(c)3 status. We created a separate trust for those activities. The Trust has a maximum of 8 members, appointed by the trust.
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Here are a number of short, sweet answers.
Do Council's require their Sponsors to pay to be voting members of the body? Not Yet, all sponsors (only have 6) do pay a yearly dues, $ 300 per County commission & $250 for SCD & Regional Planning Council
Do you have a minimum attendance for voting? Yes we have 12 members and need Officer + 5 members present to hold a meeting
Do you allow voting by mail, FAX, e-mail, phone call, proxy? How about video conferencing?
Hasn't come up yet
Another area of interest is the member-at-large, Is treated as full voting member
We have 4 members at large appointed by the Council, one per county
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Another view on voting and membership.
On voting, we have three members from each of our nine counties, plus one city. All are entitled to one vote, cast in person by a previously designated representative (a board member, by definition) or his/her previously named "alternate representative". We are structuring for 'at large' members who will have equal voting rights. Standing committee chairs may also be designated voting members by council action. A quorum for business transactions of any sort consists of at least one voting board member from at least 5 of the 9 counties. Theoretically, if 5 board members out of 28 were present at a meeting, it would constitute a quorum, as long as they were from 5 different counties. It would seem this would be easy to achieve, but there have been periods in the Council's history when this wasn't happening. No voting by proxy (that's what the alternates are for), or by other means. Only representatives, not alternates, may hold office. This same basic structure will apply in our new bylaws, as well. Most changes apply to term limits for officers and board members, activity (attendance) requirements, etc. ======================================================================