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Bob Curry

Comments re: 19 July SFO Bylaws draft

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It is not possible to construct a comprehensive response to the SFO proposal until the Finances component is available. (It is also not clear whether the proposal under development by the SFO committees will include revised versions of the important Conservation, Education & Outreach, and Communications elements of the earlier Vision document.)


That said, I offer a few hopefully constructive suggestions about the Bylaws component (pages 1-5) of the 19 July draft in hopes of stimulating discussion of the document as a whole.


Page 1: The section describing the Board of Directors contains a discrepancy that merits clarification. The first paragraph refers to “up to 15 elected Directors” (implying election by the full membership) but the subsequent paragraph states that up to 5 of these could be appointed by the Board (and not elected by the membership). Will the Board have the sole discretion to decide how many Directors the members get to elect?


Page 1: The statement in the section about Officers states that they will be elected by vote of the members. Wording should be added about allowing only active members (i.e., those who have paid their dues) to vote. Wording should also be added requiring candidates for Officer and Director positions to be active (paid) members.


Page 3: The draft states that the Bylaws could be changed or amended by a majority of SFO members voting on an issue. Elaboration is needed about voting procedures and definition of a quorum for such important changes. It should not be possible for a majority of members at a meeting that happens to be poorly attended to approve a change that may have been proposed with no advance notification.


Page 3: The section about Annual Business Meetings needs to include explanation about voting by the general membership. The last sentence of the section refers to the option of “Meetings” being held by conference call or electronically, but this does not make clear whether the wording refers to all meetings (including the Annual Business Meeting) or only meetings of the Board.


Page 5: The section headed “Quorum for voting” covers only voting by the Board. Again, the Bylaws need to include also information about quorum for voting by the general membership.


Additionally, I think that the wording about votes of the Board is problematic: important SFO decisions could be made by as few as 6 people (quorum for voting = majority of the Board = 10 people [one more than half of the 19-member Board], and affirmative vote requires only a simple majority of Board members voting = 6 [one more than half of the 10-person Board quorum]).

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