Minutes-Bylaws Review Committee

MINUTES OF THE MEETING OF THE

ECIA BYLAWS REVIEW AD HOC COMMITTEE

HELD ON MARCH 03, 2020

 

  1. Time, Place and Attendees. A meeting of the ECIA Bylaws Review Ad Hoc Committee (“The Bylaws Committee”) was held on March 3rd, 2020 at 1:00 pm in the ECIA Community Center Conference Room.  The meeting was called to order by Butch Gorsuch at 1:05 pm.  The meeting was recorded.  Three committee members were present; therefore, a quorum was achieved.  Specifically, Butch Gorsuch, Joe Loewy, and Sue Daniel were present.  Amelia Adair and Nancy Sulzberg had excused absences.  No guests attended the meeting.  Butch accepted responsibility of taking minutes on behalf of Secretary Amelia Adair.
  1. Minutes. The Minutes of the February 13th, 2020 were approved by the committee, 3-0 via voice vote.  As the March 3rd, 2020 meeting is the last scheduled meeting of this Ad Hoc committee, there will not be any formal voice vote approval of the March 3rd minutes.
  1. Approval of Agenda. The agenda as posted was approved unanimously by the committee, 3-0.  Copies of the agenda were available to committee members electronically and on hardcopy.  The documents discussed by the committee were viewed both in hardcopy and electronically.
  1. Open Forum. No comments were made in the open forum section of the meeting.
  1. Old Business.
  1. Bylaws Review Action List. The action list was reviewed.  The only open item was delivering the final version of the proposed Bylaws to the ECIA GM.  In conversation with Julie Navarro on March 2nd, she confirmed receipt of the final version.  The final action list item was marked completed with a date of 03/02/2020.  All activities are now marked as complete.
  2. Publicity Status. Committee was informed Amelia had submitted the April Vistas article to the Information Committee.  After a brief back and forth between the two committee’s agreement on the final article has been reached.  Pam Henline did note the original URL for the Bylaws on the website was now corrected.  The Vistas article will list the new URL address.
  3. Maintain Bylaws Proposed Changes – Summary and Proposed Bylaws Revision. Committee discussion ensued as to whether any further activity was required for the detailed 30-page document describing committee’s review of nearly every suggestion received.  Committee decided to alert Board to the presence of the document with no further action required.
  1. New Business.
  2. a. Review Tidbits for Board document.  Committee reviewed the Tidbits for Board document.  Some minor grammatical changes were made.  A new paragraph was added to the top of the document describing what the committee’s archival process would be for documents (work product) created during the Committee’s existence.  Additionally, this paragraph references the 30-page detailed document described within these minutes under 5c.  After amendment committee accepted this document for passage on to the Board.
  1. b. Lessons Learned Document Review:  Committee reviewed the 2019 Lessons Learned – Issues Passed.docx document. Some grammatical changes were made.  Item 2 regarding establishment of a firm submission date was added to the “Lessons Learned” section.   After amendment committee accepted this document for passage on to the next iteration of the Bylaws Review Committee.
  1. c. Committee Member Status – Board Motion to Decommission:  Committee reviewed the proposed Board motion (for March 2020 Regular Meeting) to officially decommission the Bylaws Review Ad Hoc Committee. After a few changes a motion was made by Joe and seconded by Sue to accept.  Motion passed 3-0 by voice vote.  After acceptance one additional correction was accepted.  A motion to correct and accept the amended motion was made by Joe and seconded by Sue.  Amendment motion passed 3-0 by voice vote.  Butch to submit motion to Board President and ECIA GM.
  1. Adjournment. The meeting was adjourned at 2:20 pm.

Next Meeting Date.  No next meeting is scheduled.  It is anticipated this is the last meeting of this Ad Hoc committee.

For the ECIA Bylaws Review Ad Hoc Committee

By:  __________/s/____________________    03/04/2020        

Chair Butch Gorsuch                                  Date

MINUTES OF THE MEETING OF THE

ECIA BYLAWS REVIEW AD HOC COMMITTEE

HELD ON FEBRUARY 13, 2020

 

  1. Time and place. A meeting of the ECIA Bylaws Review Ad Hoc Committee (“The Bylaws Committee”) was held on February 18, 2020 at 8:00 pm in the ECIA Community Center Conference Room.  The meeting was called to order by Butch Gorsuch at 8:00 pm.  The meeting was recorded.
  1. Attendees. All five committee members were present, therefore, a quorum was achieved.  Specifically, Butch Gorsuch, Joe Loewy, Amelia Adair, Sue Daniel and Nancy Sulzberg were present.  In addition, Board members Carol Sanguinetti, David Sorkin, Melicent D’Amore were present as guests.
  1. Minutes. The Minutes of the January 15, 2020 meeting were approved by the committee, 5-0. 
  1. Approval of Agenda. Chair Butch Gorsuch moved to amend the agenda to delete item 5 “Old Business”, and add a new item 6(a) “Timeline”.  Original item 6(a) “Open Forum Input” is changed to (b). A typographical error in Item 7, Adjournment, corrected the name of the next meeting to a “post” forum meeting. The agenda was approved unanimously as amended by the committee, 5-0. Copies of the agenda were available to committee members electronically and on hardcopy.  The documents discussed by the committee were viewed electronically.
  1. Open Forum. No comments were made by the guests in the open forum section of the meeting.
  1. New Business.
  2. a. Timeline.  Nancy reported that the printer for the annual meeting package has been selected, and that the deadlines for the printer will be established shortly.  Nancy will pass the key deadline dates on to the committee, but likely we will have until March 30 to provide the final version of the Amended Bylaws for printing.  Butch will collaborate with Nancy on preparing the Bylaws packet for mailing.

      The committee asked that at its next meeting, on February 17, 2020, the Board make a motion to accept the final version (3rd Draft) of the Sixth Amended and Restated Bylaws which the committee will present to the Board, for inclusion in the annual meeting packet to go to the Members for a vote.  The committee will complete its work on the 3rd Draft tonight, then Butch will clean up the formatting and send the clean, final version to the Board by Saturday, February 15.

  1. b. Open Forum Input:  The committee discussed the input received from the participants at the open forum held immediately prior to this meeting, on February 13, 2020 at 6:00 pm. Most of the public input was in the form of questions about the proposed amended Bylaws.  However, the committee reviewed all comments and suggestions received about Draft II received since the last meeting, including input from the open forum. 

Changes were made on Draft III of the Amended Bylaws, and documented on the appropriate tab in the Proposed Bylaws Revisions spreadsheet (working document).  The committee reviewed each separate comment received to date from Members.  Each comment was either accepted, partially accepted or not accepted.    

Several suggestions were received before and during the forum requesting changes to Article VIII Section 2 “Removal by Members”.  In response to this feedback, after discussion, the committee agreed to strike the words “listed under Section 1 above”, and add the word “just” between “for” and “cause” in the first paragraph of that Section.  In addition, the committee agreed to refer the question of additional definition of the reasons Members may remove a Director to the next Bylaws Review committee for consideration.

Butch will prepare the final, clean version for the Board’s vote by Friday.  The committee is requested to review the final version, with redlines removed, before noon on Saturday, so it can be sent to the Board before the end of the day on Saturday.

The committee spent 1 hour discussing Bylaws revisions and Members input to the Bylaws, bringing the total discussion time for the committee to date to 23 hours 22 minutes. 

  1. Next Meeting Date. The next meeting date will be March 3, 2020.
  1. Adjournment. The meeting was adjourned at 9:14 pm.

For the ECIA Bylaws Review Ad Hoc Committee

By:  __________/s/____________________    __2/24/20         

Secretary Amelia Adair                                  Date

MINUTES OF THE MEETING OF THE

ECIA BYLAWS REVIEW AD HOC COMMITTEE

HELD ON JANUARY 15, 2020

 

  1. Time and place. A meeting of the ECIA Bylaws Review Ad Hoc Committee (“The Bylaws Committee”) was held on January 15, 2020 at 1:00 pm in the ECIA Community Center Conference Room.  The meeting was called to order by Butch Gorsuch at 1:00 pm.  The meeting was recorded.
  1. Attendees. All five committee members were present, therefore, a quorum was achieved.  Specifically, Butch Gorsuch, Joe Loewy, Amelia Adair, Sue Daniel and Nancy Sulzberg were present.  Rachel Turnbough, ECIA Executive Assistant, was the staff liaison for this meeting.
  1. Minutes. The Minutes of the January 7, 2020 meeting were approved by the committee, 3-0.  Nancy Sulzberg and Amelia Adair abstained from the vote.
  1. Approval of Agenda. Chair Butch Gorsuch moved to amend the agenda to add a new item 6(d) “Annual Report Information from Bylaws committee.  The agenda was approved unanimously as amended by the committee, 5-0. Copies of the agenda were available to committee members electronically and on hardcopy.  The documents discussed by the committee were viewed electronically.
  1. Open Forum. No guests were present.
  1. Old Business.
  2. a. Status of received comments/suggestions.  Approximately 30 comments have been received from members to date since the first of the year, including one sent directly to the committee secretary and three recently sent in since the last meeting to the committee’s gmail account. All these comments have been entered into the committee’s Proposed Bylaws Revisions spreadsheet and have been reviewed by the committee. 
  3. b. Bylaws Review Action List:  The committee discussed future action items. The committee remains on target to meet the deadlines established in the Action List.
  4. c. Publicity Status.

(i)  The committee reviewed the proposed marquee message which will be posted before the open forum.  An older message reminding members that the draft of the Bylaws is available for review on the website will remain up as a “bump” whenever possible. 

(ii)  The plan for eblasts was discussed.  Butch will send proposed eBlasts to Rachel, with copies to Nancy and Julie. 

(iii)  Amelia will draft an article for the March Vistas, to be submitted not later than February 5.  The March article will explain the highlights and benefits of the proposed changes to the Bylaws, the importance of these amended Bylaws for improving and updating community governance, and the vote threshold needed to adopt the amended Bylaws.  Finally, an April article is planned which will essentially be an advertisement for voting for the amended Bylaws.

  1. d. Maintain Bylaws Proposed Changes – Summary and Proposed Bylaws Revisions. No additional synchronization required at this time.
  2. e. Review any Member’s input to Bylaws. The committee resumed reviewing all comments and suggestions received about Draft II tabled at the last meeting, then reviewed all newly received comments and suggestions.  Changes were made on Draft III of the Amended Bylaws, and documented on the appropriate tab in the Proposed Bylaws Revisions spreadsheet (working document).  The committee reviewed each separate comment received to date from Members.  Each comment was either accepted, partially accepted or not accepted.    
  1. New Business:
    1. Create list of items to forward to the Board …: This list is done. The committee reviewed a few of the items the Board had questions about.  Committee members agreed to review the rest of the items on their own time.  Any questions committee members have will be addressed at the March 3rd meeting.
    2. Bylaws Open Forum Format and Board Attendance. The committee discussed plans for the open forum as follows:

(i) Roles assigned to committee members: Amelia will moderate, Butch will make opening remarks and plan to answer most questions; Joe will act as the timer; Sue will make notes on the easel of suggestions to delete sections, or questions not submitted in writing. 

(ii) All Board members are encouraged to attend to hear feedback from the members.  Nancy will be present.

(iii) Details about equipment, number of handouts, recording, paper for suggestions, sign in sheet, and a conduct of meeting procedure were discussed.  Amelia will provide a suggested conduct of meeting procedure and will draft a glossary for abbreviations or terms of art that members may have questions about. 

(iv) The committee agreed that questions and suggestions will be entertained from anyone, regardless of MIGS status. Therefore, it will not be necessary for ECIA staff to have a list of the members of record and check every potential speaker against that list.  The Board may choose to take MIGS status of the suggestions into account when making decisions about whether or not to implement those suggestions. 

(v)  Immediately following closure of the open forum, the committee will convene its next meeting in the Community Center conference room to discuss the suggestions received from members and make recommendations for the Board, ahead of the February 17 Board meeting.

  1. Confirm March 3 Meeting Date. Everyone except Amelia can be present on March 3, so the next meeting date after the open forum will be moved to that date.
  2. Annual Report from the Bylaws Committee. Butch has drafted the committee’s annual report, and received feedback from Nancy.  He will make revisions before the report due date.

The committee spent 1 hour and 20 minutes discussing Bylaws revisions and Members input to the Bylaws, bringing the total discussion time for the committee to date to 22 hours 22 minutes. 

  1. Next Meeting Date. The next meeting date will be February 13, 2020 immediately following the closure of the Bylaws Open Forum, which begins at 6:00 pm.   
  1. Adjournment. The meeting was adjourned at 3:13 pm.

For the ECIA Bylaws Review Ad Hoc Committee

By:  __________/s/____________________    __1/18/20         

Secretary Amelia Adair                                  Date

MINUTES OF THE MEETING OF THE

ECIA BYLAWS REVIEW AD HOC COMMITTEE

HELD ON DECEMBER 10, 2019

 

  1. Time and place. A meeting of the ECIA Bylaws Review Ad Hoc Committee (“The Bylaws Committee”) was held on December 10, 2019 at 1:00 pm in the ECIA Community Center Conference Room.  The meeting was called to order by Butch Gorsuch at 1:02 pm.  The meeting was recorded.
  1. Attendees. All five committee members were present, therefore, a quorum was achieved.  Specifically, Butch Gorsuch, Joe Loewy, Amelia Adair, Sue Daniel and Nancy Sulzberg were present.  In addition, ECIA staff liaison Rachel Turnbough was present.
  1. Minutes. The Minutes of the November 19, 2019 Meeting were approved unanimously by the committee, 5-0.
  1. Approval of Agenda. Chair Butch Gorsuch moved to amend the agenda to table original items 5(c) “Create list of items to forward to the Board…”  and (d) Discussion: Passing Attorney response…” until the next meeting.  The agenda was approved unanimously as amended by the committee, 5-0. Copies of the agenda were available to committee members electronically.  The documents discussed by the committee were viewed electronically.
  1. Open Forum. No guests were present.
  1. New Business:
    1. Review schedule of remaining meetings and ensure we are covered through March. Can 1/17 and 2/14 be moved forward a day?  The committee had previously discussed, via email, changing the date of the Open Forum to 2/13 at 6:00 pm (room available for set up from 5:00 pm).  The committee ratified that change, and agreed to move our upcoming meetings to 1/15 and 2/13 respectively. 
    2. Recap of the request for an early copy of Draft I. A member had requested, and the Board had directed the committee to release a copy of Draft I via email.   The member had no further requests from the committee.  The committee discussed options should this situation arise in the future.
    3. Timing: When to share the Bylaws Proposed Changes – Summary Document with the Members. After discussion, the committee continues to believe that sharing the complete summary document with Members at the Open Forum is appropriate.  An explanation of why certain changes were made will be provided with the posted Draft.
  1. Old Business.
  2. a. Status of received comments/suggestions.  No additional comments or suggestions pertinent to this committee have been received since the last meeting. 
  3. b. Bylaws Review Action List:  The Board will receive Draft II of the Bylaws following this meeting, by Dec. 11, including the Summary document. Suggestions or requests for changes made by the Board should be sent back to the Bylaws committee, not later than 12/14.  The committee will make any necessary changes, then provide a final draft for the Board to approve at their December meeting.  Assuming the Board approves Draft II no later than their January meeting, then the final draft of the revised Bylaws can be posted to the website and available to members in hard copy by February 3 at the latest.  Ideally the Board will approve Draft II at their December meeting, and if so then Draft II can be posted and released to the community sooner.  The committee remains on target to meet the deadlines established in the Action List. 
  4. c. Publicity Status. The committee agreed on a plan for future publicity: step 1: an eblast notifying Members when the Board-approved Draft is posted on the website for public review, and a press release giving more information about the Bylaws process and upcoming forum, referencing the previously drafted article which will be posted on the website.  Step 2: An article for the February Vistas (deadline 1/5) advertising the Draft online and the Open Forum.  Step 3: An article for the March Vistas (deadline 2/5) discussing the next steps after the Open Forum and the importance of approving the amended Bylaws to improve the governance of the community.  Step 4: an article for the April Vistas (deadline 3/5) reminding members that approval of the Amended Bylaws requires 60% of votes cast.  Amelia will draft all of these items for the committee to review. Butch will handle drafting the messages for the marquees.
  5. d. Attorney Review Draft: The committee discussed comments from ECIA’s legal counsel on Draft II, incorporating all those new changes into Draft II, and noting that outcome in the Attorney Questions II spread sheet.
  6. e. Maintain Bylaws Proposed Changes – Summary and Proposed Bylaws Revisions. The committee completed the last changes based on the attorney suggestions of the Sixth Amended Bylaws. Butch will update the spread sheet, and send the final Draft II version to the Board by tomorrow.  The committee is ready to discuss changes via email based on Board suggestions.

 

The committee spent 16 minutes discussing Bylaws revisions, bringing the total discussion time for the committee to date to 19 hours 6 minutes. 

  1. Next Meeting Date. The next meeting date will be January 7, 2020 at 1:00 pm.   
  1. Adjournment. The meeting was adjourned at 2:56 pm.

For the ECIA Bylaws Review Ad Hoc Committee

By:  __________/s/____________________    _____1/4/19     

Secretary Amelia Adair                                   Date

MINUTES OF THE MEETING OF THE

ECIA BYLAWS REVIEW AD HOC COMMITTEE

HELD ON JANUARY 7, 2020

 

  1. Time and place. A meeting of the ECIA Bylaws Review Ad Hoc Committee (“The Bylaws Committee”) was held on January 7, 2020 at 1:00 pm in the ECIA Community Center Conference Room.  The meeting was called to order by Butch Gorsuch at 1:00 pm.  The meeting was recorded.
  1. Attendees. Three committee members were present, therefore, a quorum was achieved.  Specifically, Butch Gorsuch, Joe Loewy and Sue Daniel were present.  Secretary Amelia Adair and Nancy Sulzberg had excused absences.  Julie Navarro, ECIA GM, requested permission prior to the meeting to not provide a ECIA staff liaison for this meeting, to which request was agreed.
  1. Minutes. The Minutes of the December 10, 2019 Meeting were approved unanimously by the committee, 3-0.
  1. Approval of Agenda. Chair Butch Gorsuch moved to amend the agenda to flipflop original items 6(b) “Create list of items to forward to the Board…”  and 6(c) “Review any Members input to the Bylaws”.  The agenda was approved unanimously as amended by the committee, 3-0. Copies of the agenda were available to committee members electronically and on hardcopy.  The documents discussed by the committee were viewed electronically.
  1. Open Forum. No guests were present.
  1. Old Business.
  2. a. Status of received comments/suggestions.  Comments have been received by three members to date, one within the Committee’s Gmail account and the other two sent directly to members of the Committee.  These comments have been entered into the Committee’s Proposed Bylaws Revisions spreadsheet.  
  3. b. Bylaws Review Action List:  Committee discussed the following action list items which were marked as complete:
  4. Jan/Feb Publicity – Amelia has submitted an article within time limits to the Information Committee for the February Vistas. Website was updated to include announcement of the availability of Draft II for the members.  Marquees displayed for approximately one week to check the website announcement.  An eBlast was sent by ECIA staff announcing the article on the website and the availability of Draft II.  Action list item #14 marked complete.
  5. Attorney returned her review of Draft II in early December 2019. Action List item #16 marked complete.
  • Committee reviewed attorney input to Draft II and revised official copy of draft accordingly. Proposed Draft II of the Sixth Amended Bylaws sent to Board for their consideration to pass to the Members.  (Note:  At a separate meeting Board met with two members of this Committee and requested three alterations, which were adopted by the Committee).  Action list item #16 marked complete.
  1. The Board approved Draft II of the Bylaws for presentation to the Membership at the regular Board meeting December 16th. Draft II now considered complete by Committee.  Action list item #17 marked complete.
  2. ECIA Staff updated the website and posted Draft II on or just before December 20th 2019 for availability to the membership. Publicity for the availability commenced.  Action list item #18 marked complete. 
  3. c. Publicity Status. Publicity was discussed as noted above in 6(b(i)).  Committee discussed refreshing the website article later this month, and to also send out a reminder eBlast on the 17th and to attempt to have marquee messages for the week of the 20th.
  4. d. Review any comments and the certification page in Draft III: Committee existing margin comments of Draft III, agreeing to minor tweaks (specifically language redundancy discovered in Article 6 Sections 9 and 10. Committee agreed to remove the redundant language. 
  5. e. Maintain Bylaws Proposed Changes – Summary and Proposed Bylaws Revisions. Butch agreed to maintain synchronization of the document outside of committee (no additional synchronization required at this time).
  1. New Business:
    1. Review schedule of remaining meetings and ensure we are covered through March. Committee reviewed February and March calendar for future meetings.  Committee agreed to use the 5-6 pm time reserved on February 13th as quick final pre-Forum meeting and prep time.  Committee agreed to add March 3rd as a regular meeting and will add any additional meetings that may be required at a later date. 
    2. Review any Members input to Bylaws. Committee has categorized input from three members to date and stored comments on a separate tab in the Proposed Bylaws Revisions spreadsheet (working document).  Committee reviewed each separate comment received to date from Members.  Each comment was either accepted, partially accepted, not accepted or tabled.  (Note:  some comments were not suggestions but questions).  Committee will continue to review Members input at next meeting. 

The committee spent 1 hour and 56 minutes discussing Bylaws revisions and Members input to the Bylaws, bringing the total discussion time for the committee to date to 21 hours 2 minutes. 

  1. Create list of items to forward to the Board …: Given time constraints Committee unable to discuss this agenda item at this time. It will be given attention at either the next meeting or at the March 3rd meeting.
  1. Next Meeting Date. The next meeting date will be January 15, 2020 at 1:00 pm.   
  1. Adjournment. The meeting was adjourned at 3:06 pm.

For the ECIA Bylaws Review Ad Hoc Committee

By:  __________/s/____________________    __1/8/20           

Chair Butch Gorsuch                                    Date

MINUTES OF THE MEETING OF THE

ECIA BYLAWS REVIEW AD HOC COMMITTEE

HELD ON AUGUST 20, 2019

 

  1. Time and place. A meeting of the ECIA Bylaws Review Ad Hoc Committee (“The Bylaws Committee”) was held on August 20, 2019 at 1:00 pm in the ECIA Community Center Conference Room.  The meeting was called to order by Butch Gorsuch at 1:04 pm.  The meeting was recorded.
  1. Introduction of Attendees. Secretary Amelia Adair was excused from attendance.  All other committee members were present; therefore, a quorum was achieved. Specifically, Butch Gorsuch, Sue Daniel, David McDonald, and Joe Loewy were present.  Butch Gorsuch volunteered to take minutes for the meeting.
  1. Minutes. The August 6, 2109 Minutes as written were not approved by email 2-0, however were posted to the website subject to later approval.  A motion was made by Butch Gorsuch to formally approve these minutes and seconded by Joe Loewy.   Minutes was ratified unanimously by a voice vote of 4-0. 
  1. Approval of Agenda. A Motion was made by Sue Daniel and seconded by Joe Loewy to approve the agenda as posted.  Motion approved by voice vote of 4-0.  Each member present had a copy of the agenda or viewed the electronic display.
  1. Open Forum. No open forum was held because no guests were present.
  1. Old Business:
    1. Status of received comments/suggestions: The committee Gmail account has been reviewed twice since the last meeting, with only SPAM found within the account.
    2. Status of Bylaws Review Charter: Amendments made to the proposed charter as of the July 23rd meeting have yet to be reviewed by the Board but are to be reviewed in the August regular meeting with a goal of approval.
    3. Bylaws Review Action List: No modifications made to the action list as the next chronological task to be achieve is not due until November.  Committee is engaged at the current task of reviewing comments and suggestions received from Members concerning the Bylaws.
    4. Discuss Proposed Bylaws Revisions – Restart at Item 17 (Article V Section 8): With Amelia’s absence the committee has continued to discuss but not vote on any proposed revisions until Amelia’s input can be heard by rest of committee. Received suggestions have been sorted in Article/Section order to aid discussion.  The committee restarted discussion of received suggestions at the above indicated point at approximately 1:15 PM and continued until 3:15 PM (2 hours).  Items reviewed during the meetings were 17, 26, 47, 9, 21, 45, 29, 3, 6, 19, 8 and 46.  Item 46 was a new item and was added by the committee.  Item 33 (in order) was missed and will be discussed at next meeting.  Total discussion time for the committee to date is 5 hours 0 minutes.  Seventeen items (of 46) remain for discussion.
  1. New Business.

No new business discussed.

  1. Adjournment. The meeting was adjourned at 3:08 PM.

For the ECIA Bylaws Review Ad Hoc Committee

By:  __________/s/____________________    _____8/20/19_______________

Chair Butch Gorsuch                                         Date