FAQ: Changes to Cascade’s bylaws
The club has proposed bylaw changes for approval by the membership. This FAQ explains the reasoning behind these changes. Read the full text of Cascade's current bylaws here. Members, you can vote on whether or not to approve these changes in the October 2011 election.
If you have questions that aren't answered here, remember that you can join us at the Board Candidate Forum on Thursday, Oct. 6 or the Annual Membership Meeting on Tuesday, Oct. 11 to get more answers from board members and Cascade staff in person.
What was the motivation for the proposed updates?
The motivation was to make the bylaws work better for the membership and to make the club more responsive to the membership. First, with the huge increase in membership, the processes laid out in the bylaws no longer ensure a fully participatory democratic process. When the bylaws were created, the membership could fit into a large room to conduct club business; this is no longer the case. This update is the first step toward maximizing membership participation in club business by requiring membership-wide balloting, where possible, for issues decided by the membership. Second, the club wants to give the membership more power over the composition of the board of directors by limiting the term of board-appointed interim and fill-in directors to one year.
The bylaws don’t ensure full participation in club business?
Except for the election of directors, the bylaws do not require club-wide balloting for important votes, such as recalls. They only allow for proxies at club meetings and do not require the club to aid in the proxy process. At any club meeting (whether the annual meeting or one called by the board or membership), club business is conducted by majority vote of those present and eligible to vote. Because the club is not required to ballot important issues or help in providing proxies, your voice could be easily lost, allowing a small number of people at a meeting to decide the outcome. In particular, the proposed bylaw changes require balloting for recalling directors. This change not only makes the process more democratic, because it ensures that all club members have a voice; it also makes it fairer: since ballots are required to elect a director, they should also be required to un-elect (recall) a director.
Other than balloting, what's the biggest change being made to the director recall process?
In the first phase of the recall process, signatures are collected to trigger a Special Meeting of the membership to vote on recalling the director named in the petition. The bylaws currently place no time limit on signature gathering, which puts a cloud over the director being recalled for an indefinite period of time. The time limit is necessary to ensure that the board member(s) facing recall are not under that threat for an undetermined amount of time, as it is very difficult to conduct business with an uncertain future. Proper and efficient governance requires a closed-ended process. The proposed bylaws make two changes that give more power to the petitioners and limit the time for gathering signatures. To give the petitioners more power and a stronger voice, once a petition has 100 valid signatures, the club must announce the petition effort to the membership and provide hyperlinks to relevant websites so that the membership can learn more about the pros and cons for the petition. The proposed changes also put a time limit of eight weeks on the signature-gathering process. Given the requirement that the recall petition be announced to the membership, the ubiquity and reach of social media, and other avenues for reaching the membership (such as advertisements and inserts in the Cascade Courier), eight weeks should be more than adequate for collecting signatures (at today's membership numbers, that's about 90 signatures a week, or less than 13 signatures a day). Because a recall undoes an election, which should happen only under extraordinary circumstances, the cause for recall should be obvious and gathering the required signatures should pose no hardship. The proposed bylaws changes do not prevent a failed petition effort from being attempted anew, so a dedicated effort could immediately launch a second petition to gather the necessary signatures.
Are there any other changes to the process to make it more democratic and give the membership more voice?
Yes, the proposed bylaw changes require a quorum on the number of votes in a recall to prevent a small number of votes from removing a director. A recall undoes an election, thereby removing the voice of those who initially elected that director. It would be unfair and undemocratic if a few tens of votes were all that it took to remove a director elected with hundreds or thousands of votes. To guarantee that a recall is truly the choice of the membership at large, the proposed changes require that at least half as many people vote in a recall as voted in the prior election.
Isn't the club just trying to make the recall process harder?
No, the club is trying to make the process more open, democratic, and fair and to involve the entire membership. But democracy is hard. Undoing an election via recall must be as democratic and open as possible. The proposed changes explicitly attempt to balance the extra burden of a time limit with guaranteeing the petitioners access to the entire membership, which makes conducting a recall easier.
Why does the club want to prevent recalling the entire board of directors at once?
The club is able to enter into contracts, hire employees, obtain insurance, and collect revenue, etc., because it is a Washington state corporation. The state laws that govern corporations put the legal power of the corporation in the board. The board is the legal entity that conducts club business by delegating its powers to the staff that it hires. Recent events have shown that the board member recall provisions of the bylaws, which were never intended to be used to recall the entire board, can be used to do just that. If there is no legally constituted board, the club’s corporate status is at risk: it can no longer enter into contracts, hire employees, make insurance claims, etc. Any actions taken by the club could later be declared null and void. To avoid this jeopardy to the club, the proposed changes do not allow the number of board members to be reduced below the quorum required to conduct club business.
But then how do we keep the directors accountable?
Attend the board meetings that are announced in the club calendar, held at the club office, and open to the public. Read the minutes that are published on the website for all members to read. [9/29 update: Find minutes online here.] Vote when board members stand for re-election at the end of each three-year term. Volunteer to serve on committees and task forces. Attend the annual meeting. And most importantly, vote!