Annual Meeting 2010

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Meetings
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Overview

The Annual Meeting is when we make some of the important yearly corporate decisions. The events of the Annual Meeting are driven mainly by the Bylaws.

The 2010 Annual Meeting is currently scheduled for July 13, 2010. Please refer to that page for the record of the meeting after it has taken place.

This page is to plan for the meeting in a way that is independent of the date, in case the date were to change.

Quorum

For the Annual Meeting a quorum has to be two-thirds of the existing membership as opposed to the normal simple majority.

Agenda

Annual Reports

Budget / Financial Report

Activities

Elections

Board of Directors

  • 5 positions to fill
  • Each voter gets three votes
  • Candidates: Chris Anderson, Dave Menninger, Jason Bailey, Craig Smith, Mike Linville, Chris Davis

Officers

  • President
    • Candidates: Dave Menninger
  • Treasurer
    • Candidates: Craig Smith
  • Secretary
    • Candidates: Chris Anderson
  • Chief Technology Officer
    • Candidates: Chris Anderson
  • Chief Operations Officer
    • Candidates: Chris Davis

Bylaw Amendments

(1) Votes to Pass

The bylaws have two contradicting statements with regard to the number of votes required to pass amendments to the bylaws. One statement (in the Annual Meeting section) states that amendments must be passed by two-thirds majority. In another place (the Amendments section) it states that amendments have to be passed by a simple majority. It would make sense to pass an amendment that clarifies this language and removes the contradiction before moving on to passing further amendments.

Official Wording: "The bylaws shall be amended so that Line 1 under the Amendments section which reads
'These bylaws shall be amended by a majority vote of the membership at any Annual or Special member meeting provided a quorum is present and provided a copy of the proposed amendment(s) are provided to each member with the agenda for the meeting, using the procedures stated in the Votes of the Membership section of these bylaws.'
will instead read
'These bylaws shall be amended by a two-thirds vote of the membership at any Annual or Special member meeting provided a quorum is present and provided a copy of the proposed amendment(s) are provided to each member with the agenda for the meeting, using the procedures stated in the Votes of the Membership section of these bylaws.'
."

(2) Meetings on Holidays

Official Wording: "The bylaws shall be amended so that Line 5 under the Regular Meetings section which reads
'Regular meetings shall not take place on the day before, upon, or after a federal holiday unless specifically approved at the prior regular meeting or annual meeting.'
shall be removed."

(3) Online Attendance

Official Wording:

  • Quorum for a vote of the membership shall require attendance of at least half (50%) of the existing membership on the day of the vote.
  • For the purposes of calculating the quorum, properly submitted proxy statements by members shall count as attendance.

Proposed Wording:

  • Quorum for a vote of the membership shall require attendance of at least half (50%) of the existing membership within a week (7 days) of the submitted voting topic.
  • For the purposes of calculating the quorum, properly submitted proxy statements by members or authenticated online votes shall count as attendance.

(4) annual meeting quorum is 50%

Official Wording: "The bylaws shall be amended so that Line 7 under the Annual Meeting section which reads

'Quorum for the annual meeting shall be two-thirds.'

will instead read

'Quorum for the annual meeting shall be 50%.'
."

(5) how many votes you get in in the board election: you get 3 votes and they don't have to be distinct

Official Wording: "The bylaws shall be amended so that Line 2 under the Elections section under the Directors section which reads

'All directors shall be elected at the same time, by the process determined in these bylaws for Votes of the Membership, except that every full member will have two votes with which to apply to the nominees.'

will instead read

'All directors shall be elected at the same time, by the process determined in these bylaws for Votes of the Membership, except that every full member will have three votes with which to apply to the nominees. The votes do not have to be for distinct candidates.'
."

(6) increase size of baord to 5

Official Wording: "The bylaws shall be amended so that Line 1 under the Numbers section under the Directors section which reads

'The Board of Directors shall serve without pay and consist of three (3) members.'

will instead read

'The Board of Directors shall serve without pay and consist of five (5) members.'
."

Other Resolutions