An Analysis of SPAR Council’s Q&A Session: Internal election and by-law issues

[strider]

In answer to the question as to how many board members were present at Thursday night's meeting:

For sure:  Claude Moulton
               Jack Meeks
               Derek Hudson
               Lisa Simon
               Louise DeSpain


I did not see any of the others, but I could have missed them.  I am pretty sure Gerry Troy was not there.

[downtownparks]

I have spoken to Gerry and Thomas Love. Gerry had already planned an extended thanksgiving trip to see his family before the meeting was announced. Thomas was at work.

[strider]

Why did the board not notify the community of positions that need to be filled?

There were no position that specifically had to be filled. However there has been a recognized need for positions such as marketing, communications and education for quite a long time.

This part of the answer has two statements that more or less contradict themselves.
So, this answer begs the question: then why were the bylaws changed for allow for even more appointments?  Why were the original four appointed positions not enough?  At 12 board members in October, there were still three positions open that could have been filled if they really needed those certain talents on the board.  Why were they not either elected or appointed as the bylaws allow? In fact, I was told by Louise that this need is why they needed to appoint more poeple rather than elect them.  They had people on the last ballet that had the skills they wanted on the board and they did not get elected. 

The bylaws state that the board may have between 10 and 15 members.  There were currently 12 in October.  The executive positions are filled by the Board, which elects it’s own officers.  This has been in effect for a number of years, and was based on the way the Jacksonville City Council holds elections.

So here we see that the executive board is elected by the board itself.  Certainly true.

To quote the bylaws:

Section 8. BOARD REORGANIZATION MEETING. The annual election for the Board is held
at the annual membership meeting in October. The reorganization meeting shall be held as soon as possible after the election and prior to the next Board meeting in October. At this meeting new Board members will take their seats and the entire Board will participate in an orientation and training program.

And:

Section 3. ELECTION PROCESS. Elections for the Board will be held at the Annual
Membership meeting. The election shall be conducted by the Governance Committee. Each verified member shall receive a ballot listing the nominees for the Board. Prior to the voting, the candidates will have an opportunity to make a one-minute self- introduction.
Depending on the number of nominees recommended, members have the right to vote for as many nominees as there are vacancies on the Board. The person receiving the largest number of votes cast for any individual candidate shall fill the first vacancy; the candidate receiving the second largest number of votes shall fill the second vacancy, and so on until candidates fill the total number of vacant Directorships. Cumulative voting for Directors is not permitted.
A run-off shall be held immediately in the case of a tie.
While the votes are being counted, the President may conduct other business on the agenda.
After the tally is completed, the Governance Committee Chairperson shall report results of the election to the membership. The President will swear in the new Directors. Immediately following adjournment, all Board members will convene to select a date, prior to the next regularly scheduled Board meeting, for a special organization meeting at which the new Board members will be seated. At that time the entire Board will have an orientation and elect its officers for the upcoming year. The current Executive Committee will continue its duties until new officers are selected.
We can also see that the current bylaws assume that an election has taken place and that there is a vote at the reorganization meeting.  It is also stated that the term is for one year.  This is based on the city council way of doing this as well as many, many other organizations. I also believe this to be a carry over from HSCC.

The citizens elect the councilpersons to represent them, but the council elects its executive officers.  It is done in this manor because the members know those that should be the most qualified to serve.

I do disagree with the last part of this answer.  It infers that the membership is not qualified to know who is best to serve in what capacity.  I believe that the membership has already determined that the elected candidates are qualified to serve in whatever capacity they may so chose.  The real reason the executive committee is chosen by the board is one of simplicity.  Rather than having a complex election for each office every year, just elect the group of qualified people and let them chose among themselves for the specific positions.  In theory, there should be a “change of the guard” every year so that all of the board gets a chance to experience a few different executive positions.  In fact, some organizations are set up that you can only spend one year in each position.  In other words, if you are the secretary one year, you are the vice president the next and then you are moved to president, moving “up” in a logical order.

[jbm32206]

the city council changes their positions in the same manner...so if the spar council is trying to follow their lead, then what happened?

[FinnegansWake]

- the Board members present were Lisa Simon, Jack Meeks, Claude M., and Derek. I was severely disappointed that more Board members were not there.

Phil

[FinnegansWake]

People who were not even involved in any of these discussions on this board have told me nothing was really discussed nor resolved, and some even felt more upset after the meeting than before. I was also told the majority of the questions submitted were not addressed? I was also told a lot of time was spent discussing some of the people who have been questioning the SPAR practices?

Things were discussed. Things were resolved. Questions were answered and those that weren't due to time, were provided in a handout. Not EVERYTHING was resolved. But I think it was a good first step. I am looking forward to the Monday Board meeting where we will learn which Board positions are up for election.

And the peeps I talked to at Shanty Town (which included both "sides") were hardly "upset". Some were dissatisfied, and need more information (and that includes me).

If you are in town, definitely make the next General meeting (election night).

Phil

[uptowngirl]

Thanks Finn...seems I am hearing two pretty different stories. I should be here to make Monday's meeting and it is always better to get it first hand.

[downtownparks]

There are two. Are you basing the 55% on a recent census?

[strider]

OK, let's look at another question and answer:

What are SPAR’s plans to address the By-laws issues.  Will SPAR fix the transgressions or change the by-laws? If the by-laws are changed, will a neighborhood vote for ratification be held  to gain by-in?

There are no transgressions.

This is, of course, up to personal interpretation as to what would constitute a transgression.  If grossly misrepresenting what the by-laws say is considered a transgression, then there were indeed transgressions. Decide for your self.

Bylaw changes may be suggested. They will be reviewed, and the Board will vote on whether the changes actually happen.

Several have already done this.  A lawyer who is also a resident has offered their services to help fix the various contradictions within the current bylaws but was told by the Executive Committee “Thanks, but no thanks.” (My words, not a quote).  In the Executive Board’s defense, at the October Board meeting it was pretty obvious that they considered the current bylaws done and finished regardless of what anyone else thought, but at the Q &A meeting they had a more open stance.

The past changes were reviewed several times by all of the Board members, changes were suggested and implemented.  The Board voted unanimously to accept the bylaws that are current.

There was a discussion on the SPAR Council forum and others how the current bylaws were supposedly changed somewhat from the original draft and there was some concern that wording changes were made after the first vote, but before the minutes from the vote were accepted.  If that is true, then the process was corrupt.  No written proof has been offered either way so make you own judgment on this one. Here is one explanation from one who was there:

At the July meeting a draft of the bylaws was handed to each board member. This draft was used for discussion. I asked that it should be defined how the members (other than the chairman) of the governance committee would be elected. To the best of my recollection we did not agree on how this should be done without removing full board oversight regarding this election/appointment. Another board member recalls that the sentence I objected to was discussed. The final version of the bylaws was then attached to the minutes of the July meeting and the minutes approved unanimously during the September board meeting (there was no quorum in the August meeting). What I failed to do was compare the draft from the July meeting word by word with the version attached to the minutes (which is the official one we voted on). Had I done that, I would not have voted in favor of it. Most likely the end result would have ended up the same.

I can now see the contradiction you try to point out when reading the July minutes.

Quote:
SPAR Bylaws
After review and discussion the SPAR Board unanimously voted to approve and adopt the new SPAR Bylaws. (Copy is appended to these minutes.)


I would presume the secretary kept notes of what changes were discussed regarding the draft handed out in the July meeting. She then later transcribed these and attached them to the meeting minutes which were approved in September.
It is a bit fuzzy about what was actually voted on in July since the changes were transcribed after the fact. But since the full board approved the minutes (including the bylaws) in September the bylaws are now approved.

As the Articles of Incorporation do not specifically state that only the first set of by-laws shall be voted on by the membership, it could be interpreted that all revisions to the by-laws would require a membership vote as well. I believe that the caveat here will be whether the original set of by-laws said that it required the membership vote to revise the by-laws or just a board vote. If it was the membership vote, then we would next need to see if the revised set of by-laws that changed it to the Board only was indeed voted on by the membership.

From the Articles: Article XII. - BY-LAWS

The by-laws of this Corporation shall be made and proposed of the board of directors and shall be adopted by a 2/3 majority vote of the members of the Corporation voting on same.

A ex-board member told me that he has asked for an opinion as to how to interpret this section of the articles from two separate lawyers and they both said: the by-laws must be always revised by a membership vote and that the articles always trump the bylaws. 

[RiversideGator]

Still no answer as to how many african american board members there are in a 55% african american neighborhood.?

Still no answer to the question why does this matter?

[jbm32206]

It would seem that he's interested in knowing if the board is racially balanced. He also has the right to ask. To my knowledge, it's not.

[downtownparks]

I guess my statement got deleted. Of the last 12 board members elected, 6 were minority, 5 were black. Several moved out of the state, one left for health reasons, and one left because of all of the negative BS.

[AlexS]

24.) Are the minutes to every board meeting, the voting details and even the "minutes" from the special "e-mail" votes going to be readily made public?

The meetings are open, minutes are posted for reading.

I have asked SPAR through email and posted on the forum to publish the minutes. They are still not posted. Neither is the agenda for the board meeting today.

http://www.sparcouncil.org/forums/viewtopic.php?f=14&t=3664&p=36080#p36080

[02roadking]

It would seem that he's interested in knowing if the board is racially balanced. He also has the right to ask. To my knowledge, it's not.

Racially balanced? What is with people? Why does race seem to rear it's little head in these threads. I personally want the best person, for any given job or position. Whether it is a SPAR rep. or the US President. I Don't Care what color their skin is. I want someone  that wants to do the best job possible, has the time to afford to their position and can represent the memberships goals.

[zoo]

I personally want the best person, for any given job or position. Whether it is a SPAR rep. or the US President. I Don't Care what color their skin is. I want someone  that wants to do the best job possible

Here, here, roadking...