
dudley_pond_rules_and_regulations_draft_for_membership_review_and_approval.pdf |
The DPA Board has undertaken a careful review of our bylaws and is proposing extensive revisions aimed at increasing clarity and flexibility, enabling growth through delegation, and strengthening DPA membership engagement.
We are seeking DPA membership support for these changes, summarized below. Unless someone highlights major problems missed by all prior reviewers, we expect to put adoption of these revised bylaws to a vote at the Spring Membership Meeting. Both major and minor comments and suggestions are welcome. Please send your comments to [email protected].
The full draft of the proposed bylaws is available above.
Below is a summary of the proposed Bylaw changes. Most are self-explanatory, but below is included some of the reasoning behind a few of the more significant changes.
1. Change membership meeting language to:
A. Allow flexibility in the means by which the membership is notified of meetings, permit best-effort/website notice (currently notice in a newspaper is required)
B. Allow online participation at membership meetings (in addition to in-person)
C. Allow the quorum to include Board members but increase to 25 total
D. Add language requiring the Board to solicit agenda items for general membership meetings from the membership (so the Board doesn’t foreclose member engagement,) though the Board can refuse agenda items that are ‘inappropriate’)
2. Change Executive Board Section 1 language to:
A. Require meetings every other month vs. every month
B Allow the quorum at Board meetings to be 2 officers and 2 Members-at-Large
C. Better define the majorities required for various Board decisions
D. Clarify some of the existing wording
3. Increase Executive Board spending limits in Section 2 to:
A. $500 and under can be approved post-expenditure (i.e., to reimburse someone for money already spent in service of the DPA)
B. Over $500 up to $5000 (previously $1500) can be pre-approved (i.e., must be approved before someone spends the money)
C. Board maximum for all unbudgeted expenses in any single term is $5000
D. $5000 or more requires pre-approval by the membership at a membership meeting
4. Simplify Executive Board composition in Section 3 (to be more flexible, easier to fill):
A. Reduce to 4 officers (eliminate Second VP, leave President, VP, Treasurer, and Secretary)
B. Have a flexible number of Members-at-Large (a minimum of 3, a maximum of 7)
C. Committee chairs not distinguished from Members-at-Large (simplifies board composition). Our working assumption is that newer Members-at-Large might have limited responsibilities while they get up to speed on how the DPA functions, while more senior Members-at-Large might be committee chairs or might shadow an officer in preparation for stepping into that role.
D. Clarify that any voting member may propose additional or alternate Board nominations at membership meetings
E. Add language to require the Board to bring any divisive issue to the membership at a special membership meeting to ensure membership engagement on sensitive issues.
5. Officer Responsibilities (still Section 3)
A. Eliminate Second VP
B. Add responsibility for the Secretary to ensure at least 2 Board members have access to and authority over all DPA assets (bank accounts, DPA website hosting, social media accounts, etc.). This reduces “key person risk” around control of DPA assets.
6. Change majority for removal of a Board member to 2/3rds (was a simple majority)
7. Update Liability section
8. Committees
A. Eliminate all named committees except the membership committee
B. Add responsibility for the Board to nominate candidates for election (i.e., no formal nominating committee. Voting members can propose nominations at the membership meeting and members can decide which nominations or slate to approve.)
C. Distinguish between established Standing Committees (approved by membership) and Ad-Hoc Committees (approved by the Board). Standing committees can have their own budget, of any amount, approved by membership. Ad Hoc committees are funded within the limits of the Board’s financial discretion (see above). This is a less prescriptive/more flexible approach to committees with much stronger delegation (including financial) to Standing Committees and better/more regular engagement with membership.
9. Endowment Fund section has been re-written to clarify distinction between Endowment and Operating funds and how both funds should be managed/invested.