SPAR revolt?

[sheclown]

Thank you Joan for doing this so quickly! 

Thank you Springfield girl for being there.

Good talk, good coffee, meaningful fellowship.

[strider]

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As promised in an earlier post, here are the proposed changes to the by-laws that a few of us met about and discussed. I have had it reviewed to ensure that it reflects what was discussed. It is only a rough draft and is only a proposal. Changes and modifications to this proposal are invited. This has been posted on the Spar forum, Developement Concerns, here and MetroJacksonville.

I have listed the current by-law section that we would like to see changed and then our proposed solution to the problem. This is the format requested by one of the current board members. I will try to keep an updated list of suggested changes and perhaps we can meet again to finalize this proposal.

Proposed amendments to the SPAR Council by-laws, June 2008 revision

ROUGH DRAFT ONLY - for review by the membership and interested community members.

Current: Article 7, Section 3. Number of Directors. The board shall have between 10 and 15 directors.

Proposed: Article 7, Section 3. Number of Directors. The board shall have between 11 and 15 directors. At all times, the number of directors shall be an odd number.

This change is suggested as elsewhere the Executive Director position loses it’s voting rights and it does make sense to insure that an odd number of members are on the board. While it was not on the list, it was a point made by a couple of people at the discussion and so here it is for further discussion.

Current: Article 7, Section 4. Terms and Election of Directors. The membership shall elect Directors at the annual meeting. A Director shall serve a term of three years. To ensure experienced leadership, approximately one-third of the Directorships shall be elected or appointed in alternate years.

An appointed member may serve a three year term and be reappointed by the Board or stand for election for an additional term.

Proposed: Article 7, Section 4. Terms and Election of Directors. The membership shall elect Directors at the annual meeting. A Director shall serve a term of three years. To ensure experienced leadership, at least one-third of the Directorships shall be elected in alternate years.
An appointed member may serve until the next election and then must stand for election to serve a full or additional term.

These changes ensures elections every year. This is the heart of why the discussion took place to begin with. As revised in June, 2008, the by-laws enable the current board to appoint new members without ever having to hold an election again.


Current: Article 8, Section 1. BOARD ASSESSMENT. To ensure the Board has a diversity of skills and representation, the Governance Committee is responsible for recruiting, screening and interviewing candidates before nominating a slate of candidates at the annual membership meeting.

Prior to recommending candidates, the Governance Committee is responsible for assessing
the Corporation’s expertise and talents to determine gaps in skills and other important representation such as gender, residency, ethnicity, etc. In addition, the Committee will review the attendance of current Board members to consider renewing their terms once they have expired.

Based on the interview and supplemental information requested of the candidate, the
committee will decide whether the candidate will be nominated. Candidates can only be nominated at the annual membership meeting once they have been interviewed and voted by the Governance Committee and the Board. There will be no nominations accepted from the floor.

Proposed: Article 8, Section 1. NOMINATION PROCESS. The Board, prior to an election, will appoint a Steering Committee Chairman from the general membership. The chairman of this committee shall recruit two to four additional committee members from the membership. This Committee will nominate members of the organization for the vacant seats. They will be responsible for assuring that all potential candidates understand the qualifications and duties of a Director. The applications must be validated before the names can be put into nomination. The slate of candidates will be advertised to the membership one month prior to the election. The Committee will also conduct the election at the Annual Meeting.

There is concern over the power of the Governance Committee so it was suggested that it be replaced with a steering Committee. I freely admit that I am unclear as to the best way to accomplish this, so please feel free to …help! It was my impression that the members of a steering committee should be from the general membership rather than the Board. I assume there is some standard way of saying this?


Current: 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.

Proposed: Section 6. ELECTION PROCESS. Elections for the Board of Directors will be held at the Annual Membership meeting. Elections for open board seats shall be adequately publicized within the Corporation's service area via newsletter, website, mailings, etc. An ample opportunity shall be given to all service area residents to become members of the Corporation and, thus, eligible to participate in the election process.

The election shall be conducted by the Steering Committee. Each verified member shall receive a ballot listing the nominees for the Board of Directors.


This is to just eliminate the Governance Committee from this section and replace it with the Steering Committee.


Current: Article 9, Section 4. SECRETARY. The Secretary shall maintain, all corporate records, except the
financial records. The secretary shall ensure the recording of all the minutes of the Board and the
Corporation meetings and will give all notices as are required by law or these Bylaws, and generally,
will perform all duties incident to the office of Secretary and such other duties as may be required by
law, by the Articles of Incorporation, or by these Bylaws. All records will be maintained in the
organization office.

Proposed: Article 9, Section 4. SECRETARY. The Secretary shall maintain, all corporate records, except the financial records. The secretary shall ensure the recording of all the minutes of the Board and the Corporation meetings. These minutes and recordings shall include the voting history of all Board members on all votes. The secretary will also give all notices as are required by law or these Bylaws, and generally, will perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws. All records will be maintained in the
organization office.

Not sure if this is where it belongs. But it must be in the by-laws. As mentioned in the recent discussion, it is the best way for the membership to see how well the elected board members are representing them. It also allows for a open discussion as to why things were voted on the way they were.

In addition to the above, it does seem like the membership needs some additional assurance that things are remaining “transparent”. We can use some input as to how best to achieve that. It does seem that a lot of the requested “transparency” such as working for someone who might benefit by a vote is already addressed in the by-laws “code of ethics”.


Current: Article 10, Section 9. EXECUTIVE DIRECTOR. The Board shall have the power to hire an Executive Director to serve at the Board's discretion and to carry out the policies and programs established by the Board. The Executive Director shall be an ex-officio member of the Board and shall have the same rights and privileges as all other Board members, including, the right to vote.

Proposed: Article 10, Section 9. EXECUTIVE DIRECTOR. The Board shall have the power to hire an Executive Director to serve at the Board's and membership’s discretion and to carry out the policies and programs established by the Board and the membership. The Executive Director shall be given a __ year(s) contract, and is to be reviewed annually by a Steering Committee.

This change simply removes the voting rights of the executive director and ensures that the position is as an employee, not an equal to the elected Board members. The term will also have to be decided. In addition, as an employee, they may serve as many terms as both parties wish.?

Let’s face it, the executive director is the face most often in front of others from the city, other organizations, etc. In my mind, it makes no difference whether the position is paid or not. While it is currently not a paid position, it has been in the past and may be again someday, finances permitting. The person who holds that position must be accountable to the entire membership and should not be voting, etc. but rather acting as an advisor to the Board. Their input is critical, but the power to vote should rest with the elected board. This change actually protects both parties. If the position can not vote it is much harder to assume inappropriate behavior yet it recognizes the importance of the Executive Director’s input and influence.

Current: Article 11, Section 3. BOARD GOVERNANCE COMMITTEE. The Board Governance Committee (the “Governance Committee”) shall consist of up to five members and shall be open to the membership. The President will appoint the Chairperson of this committee who shall be a current member of the board. The Chairperson and the President will jointly appoint other members to serve on the Governance Committee. The Governance Committee is responsible for ensuring the nomination process for both Directors and Officers is carried out annually consistent with the process outlined in Article 8. It is also responsible for insuring these Bylaws are periodically reviewed and relevant and that the Corporation’s committee structure is functioning.

Proposed: Article 11, Section 3. Removed entirely.

Due to changes proposed earlier, there is no longer any need for the governance committee. Some also felt that this committee had too much power. This could be where more information about the Steering Committee(s) is located.


Current: Article 12, Section 5. AMENDMENTS. The Bylaws may be amended at anytime by a vote of the 2/3 majority of Directors at a meeting where a quorum is present.

Proposed: Article 12, Section 5. AMENDMENTS. The Bylaws may only be amended at anytime by a vote of the 2/3 majority of the membership at a meeting where a quorum is present. A special meeting may be called for this purpose.


This is to ensure that the rights of the membership and community can not be removed again by the Board by modifying the by-laws.

[sheclown]

Wednesday night @ 6:30, a group of us will gather at 3 Layers to discuss the latest developments in the SPAR Council By-Laws situation. 

Join us ... drink some coffee, eat some cake. 

[gatorback]

good luck.  by-laws are never any fun.  But you gotta have 'em and good ones at that.

[City Slicker]

I've followed this thread for a while now.  It seems that some comments are fair and reasonable.  However, some seem contradictory to what I think the community wants and desires.  If you are knowledgable of trends in the nonprofit sector, some of the recent actions are right on track.  Reading what is being proposed as changes to the by-laws will ultimately not strengthen the organization.  There should be a Governance committee.  The chair of any committee of the board must be a board member.  The committee can consist of the general membership, but ultimately its chair reports to the Board.  And that includes nominating.  Most boards are moving away from that anyway and moving to a Board Development committee that assesses the needs of the organizational leadership and strives to identify specific skills and functions needed for the organization to successfully meet its mission.  The Executive Director, while having no voting rights, serves exofficio to the Board.  They are employed by the Board and is accountable to them, not to the general membership.  Their sole function is to carry out the mission of the organization as established by the Board. 

It seems that many feel the course of SPAR is off track.  You might be better served with starting a new organization that focuses on those issues you feel most important.  There is nothing wrong with having several organizations serving the neighborhood.  If SPAR has been successful with somethings in the past, yet chooses to beginning working on other issues, then a new organization could be formed to pick up the old mission of SPAR.  There are a number of talented individuals in Springfield.  I know that you can figure out something.  If you feel that SPAR is shutting you, the residents, out of their actions, then stop fretting over it in this forum and start something new and fresh and relevant to your desires.

[sheclown]

I've followed this thread for a while now.  It seems that some comments are fair and reasonable.  However, some seem contradictory to what I think the community wants and desires.  If you are knowledgable of trends in the nonprofit sector, some of the recent actions are right on track. 

How can taking the community membership's voice away be right on track? Are voting rights being canceled across the country?  Do these non-profit community organizations routinely do this? 

Do they give the executive director voting rights? 

Please supply a list of these non-profit community organizations so we can contact them and find out how they are working things out.

[jbm32206]

Exactly and it amazes me that others cannot see the problem here...

[sheclown]

The primary concern seems to be that the board has become a closed circuit of decision makers answerable only to themselves, but with the benefit of using the money and legitimacy of the entire neighborhood based membership.

It is the 'legitimacy of the entire neighborhood based membership' that I find scary.  The only way to have an effective community organization, is to represent the community -- how can SPAR Council negotiate for the neighborhood and  yet not allow the membership to participate in meaningful ways?  I don't understand why the board members who do not like the election-canceling decision aren't up in arms about it?  I think the executive board really pulled a fast one on them.  And, I might add, will continue to do so.  They should be the ones leading the fight here.

But perhaps, if I followed the non-profit trends more closely, I would understand.  Yeah, right.

[JaxByDefault]

The SPAR website is up-to-date and includes SPAR responses to some issues raised in this thread.

[sheclown]

You can also go here:

http://jaxoutloud.com/forum/showthread.php?p=75613#post75613

to see a discussion on this topic

[jbm32206]

JaxByDefault:The SPAR website is up-to-date and includes SPAR responses to some issues raised in this thread.

I don't see responses...other than this

· A Q & A Session is on the agenda for the November General Membership Meeting Thursday, November 20th at 7PM at Karpeles to discuss recent changes to the SPAR bylaws. The Q&A session is intended to involve all SPAR members in the process of recruiting board members who are willing to contribute to the LISC/SPAR plans for the neighborhood and the commercial corridor revitalization efforts. At this meeting, procedures for filling board vacancies under the new bylaws and the use of a matrix to determine the types of skills needed by the board (fundraising, event planning, advertising, marketing, etc.) will be reviewed â€" as well as plans for engaging the community in the recruitment of potential candidates with those skills.

What else am I missing on their site?

[sheclown]

ahhh...responses.

[jbm32206]

as well as plans for engaging the community in the recruitment of potential candidates with those skills.

That's my favorite line....they already made it pretty clear that they don't need the members input

[jbm32206]

There will be another meeting, Wednesday the 29th at Three Layers

[uptowngirl]

Isn;t there some general meeting tonight that they want everyone to come to but nothing is goingt o go on at it?