DCR Proposed bylaws: Significant changes and the motivation for them.
Dear DC Randonneurs member,
We have posted to the DCR website a proposed set of amended DCR bylaws, approved unanimously by the DCR Board, and submitted to the DCR membership for their approval at the 2009 annual meeting. There are two PDF’s: One is the proposed amended bylaws (DCR Bylaws v10), the second shows changes in those bylaws relative to the bylaws as amended at the 2008 annual meeting (Proposed DCR bylaws — differences from prior bylaws).
I’ll try to explain as briefly as possible the significant changes and the motivation for them. As you review the bylaws, feel free to email me or other Board members with questions.
1) We introduce the concept of a “Club Brevet Administrator” (CBA). That’s just our name for the club member who is responsible for running brevets on behalf of DCR, and who would be expected to either be a RUSA Regional Brevet Administrator (RBA) or to apply to RUSA to become an RBA. Brevets are of course required to be run subject to applicable RUSA/ACP/RM rules.
The main reason for introducing the CBA concept is just to fix a problem with the old bylaws. The old bylaws say that DCR has to have a RUSA RBA on its Board — but we have no way to force any RBA to be on our Board. And the old rules say that the RBA is “appointed by RUSA subject to the approval of the membership.”–but in fact, DCR has no role in RUSA’s approving RBA’s.
So what we have done is to write a description for how we would like to interact with any RBA who chooses to affiliate with DCR and be a DCR member and serve on our Board as the club’s CBA. (Same applies to anyone who wants to apply to be an RBA and affiliate with DCR.) The descriptions was written in close cooperation with Bill Beck, to try to strike an attractive balance between independence for the CBA/RBA and oversight by DCR.
2) We correct an oversight in the bylaws changes adopted in 2008 by reducing the size of the Board back to seven, since an odd number is preferable to avoid tie votes, and we think that nine is unwieldy for a club of our size.
3) We have Board members serve two-year terms, with the CBA serving an unlimited number of terms, but the remaining Board members not allowed to serve more than three consecutive terms. This encourages continuity of governance, while at the same time meaning that no more than half the Board is replaced in any one election.
4) The bylaws provide a way for Board members or DCR members to call meetings. Under the prior bylaws, only the President could call meetings, and the President was only required to call one meeting a year. By providing a mechanism for members of the Board to call a Board meeting, and for members of DCR to call a general meeting, we help to ensure that the President and the Board will be responsive to the DCR membership.
5) The proposed bylaws describe procedures for electronic voting, including timing and quorum requirements. Because of the ease with which electronic voting can occur, relative to a meeting in person, an increased share of the DCR membership is required to form a quorum for the purpose of any electronic vote by the membership in general. Similarly, for electronic votes by the Board, a motion does not pass unless a strict majority of the Board has voted affirmatively — it is not enough to have a quorum vote (4) and a majority of that quorum vote in favor (3), since that would allow a minority of the Board to affirm a motion.
Members will need to make an up or down vote on the proposed bylaws. Amendments to the proposed bylaws may also be offered at the annual meeting; proposed amendments must be voted on separately by the Board, and then either accepted and submitted to the membership for approval. If rejected then they may be submitted directly to the membership.
Many thanks to the Bylaws Committee — Chuck Wood, Chris Mento, and George Winkert — for their service. And many thanks also to the DCR Board for their patient and diligent work in combing through the proposed changes.
Look forward to seeing you at the annual meeting,
Nick Bull
President, DC Randonneurs
On behalf of the Board of DC Randonneurs