Archive for the ‘Board of directors’ Category

Cascade election results

Tuesday, October 18th, 2011 by

On behalf of the Board of Directors, I want to express my appreciation to everyone who participated in the annual membership meeting on Tuesday, Oct. 11, and to everyone who voted in the election of new directors and regarding the proposed modifications to the by-laws. Cascade is a membership-based organization, and its members ultimately determine the course, impact, and efficacy of the organization in working towards its mission of creating a better community through cycling. Each of us has an impact on furthering that mission as we ride, speak with, and interact with other members of the communities of which we are all part.

As a Board, we were gratified at the election of four very strong new directors, and we look forward to working closely with Dr. Rayburn Lewis, Mo McBroom, Charles Ruthford, and Ed Yoshida. I am confident their background, expertise, and passion for cycling will serve the organization very well in the coming years. I would also like to express our deep gratitude to all of the exceptionally strong candidates who stood for election and expressed their commitment to the club and its mission. The club is in an enviable position to have such strong members who are willing to take on volunteer leadership roles within the organization. As a club member, I am grateful to everyone who volunteers their time and devotes their energy to the club and its programs; your passion, enthusiasm, and commitment are an example to all of us. The board would like to see greater participation of the club’s membership at all levels, including balloting, rides and community events. As you’re thinking about how and where you can participate, please consider inviting friends, colleagues and other club members to join you!

There was valuable discussion at this year’s membership meeting surrounding the bylaws and the need for the proposed changes, which were ultimately passed by the membership. As indicated there, the changes are intended to improve the consistency and clarity of the bylaws as they relate to the governance and administration of Cascade. No bylaws are perfect, to be sure, but as an organization of 14,000-plus members, and growing, this board is committed – as previous boards have been –to maintaining the integrity and soundness of the organization so that it can continue to play an effective and impactful role in the community and in serving the various constituencies the club serves. The changes represented a good-faith effort on the part of the Board to address some important issues that – in our view – needed updates, modification, and clarity. In the coming year, the Board will continue a thorough review of the organization’s by-laws as a whole and will seek to improve those by-laws to ensure Cascade remains a robust and capable organization that is equipped to deal with the challenges and opportunities it will continue to face.

It was extremely gratifying to hear from Cascade’s professional staff as they shared highlights of the work and impact of the club’s program areas in 2011. Anyone who was there can attest to the important impact the club has, and should have confidence in the club’s ability to continue to play an active and important role in education, advocacy, recreation, and outreach in the coming years.

As we look ahead to 2012, I can assure you that the Board of Directors is committed to serving the club, its members, and its mission in as thoughtful, deliberate, and active a way as we can. I encourage you to reach out to board members – join us for rides, or for a cup of coffee, or to attend a meeting. While there is room for improvement, we are doing our best to operate in a manner that is transparent, collaborative, and inclusive; please continue to provide us your thoughts and feedback so that we can do so even more effectively.

Finally, a note of appreciation and commendation to Ms. Joey Gray, whose term on the Board ended in October. Joey served the organization admirably during a period of transition and some uncertainty, and was a passionate and engaged board member throughout her tenure. We all benefitted from her insight and perspective.

Thank you again to everyone. Keep the wheels turning!

George Durham
Board President, Cascade Bicycle Club
george.durham@cascadebicycleclub.org

Club Bylaw Revision Proposals

Thursday, October 6th, 2011 by

Over the last month there has been a plethora of Club chatter over the proposed bylaw changes. Some letters to the editor in the club’s newsletter, the Courier, and postings on the Club’s message boards extol the virtues of the proposed changes. Others rebuke them as sinister means to wrestle control of the Club from its membership. In reality, neither of these arguments are the justification for the proposals put before the Club’s membership by our board.

Like the proposed changes or not, there is neither a high mountain top calling to rectify a terrible wrong nor a back alley swindle to snatch power and glory.

The reality is that the Club’s board formed a bylaws committee to address what seemed to many board members and members at-large to be several poorly worded—and yes, maybe even egregious— bylaws. It is the board’s belief that these bylaws needed immediate attention in order to restore control of the Club back to its membership as well as to avoid possible situations in which Club boards could no longer govern.

I for one commend them for this effort. Furthermore, I commend them for their commitment to form a bylaw review committee in 2012 to review all of the Club’s bylaws. While we are still working out the details, it is my understanding that this committee will be empowered to make any and all recommendations to the board for bylaw updates and changes that they, the committee, deem necessary and prudent. As the Club’s governing body, it will then be up to the board to decide whether or not to send the various committee proposals to a vote of the full membership.

At this point in time, the Club’s new board—only elected in March!—and I are working in many areas to ensure good governance and management of the club. They are a dedicated group who want the best for the Club and we are working together to make this happen.

I invite you to continue expressing your opinions about our work. If you are a Club member, I encourage you to express your opinion at the ballot box; voting is your right, exercise it!  Finally, if you are interested enough to be concerned about the bylaw proposals one way or the other, I invite you to contact us about the 2012 Bylaw Review Committee. We are always looking for volunteers to help us fulfill our mission of Creating a Better Community Through Bicycling. To fulfill this mission, we need to constantly be evaluating how we operate as well as assessing what we do. The Bylaw Committee will play a big role in the former while certainly influencing the latter.

Thanks….chuck

Cast your vote in the Cascade election

Wednesday, September 28th, 2011 by

Members: Your vote matters!
Help us get at least 1,500 votes

Cascade Bicycle Club belongs to its 14,000+ members, and Cascade’s staff and board want you to be involved. In the past, club ballots have been largely a rubber stamp. Last year, less than 5% of the membership voted. During this year’s contested election, your vote will determine how the club is governed. And our goal is to double voter turnout.

The ballot for this October’s election includes nine candidates running for the four open board positions and a change to the by-laws. Your ballot must be postmarked by Oct. 11. Learn more and meet the candidates in person at the Annual Membership Meeting or the Board Candidate Forum, both coming up soon. Please exercise your voice, be informed, and vote! [more…]

Meet the candidates in person:

  • Board Candidate Forum
    Thursday, Oct. 6
    7 to 8:30 p.m. (Doors open at 6:30 p.m.)
    Mountaineers Office, Magnuson Park, 7400 Sand Point Way NE, Seattle
  • Annual Membership Meeting
    Tuesday, Oct. 11
    7 to 8:30 p.m. (Doors open at 6:30 p.m.)
    REI Seattle, 222 Yale Ave. N, Seattle

Members: Vote in the upcoming election

Friday, September 23rd, 2011 by

At Cascade, we have a tremendous opportunity to encourage people to bicycle, reduce the size of our collective carbon footprint and improve the health and well-being of our families, friends and neighbors — in short, to create communities that bicycle. If Cascade is to continue being a leader in this transformation, the club needs strong leaders — leaders with vision and drive — to serve on its board.

Over the last several months, the club’s Nominations Committee, chaired by board member Bill Ptacek, has been busy searching for such leaders. The committee was delighted to present a nine-member slate of candidates to the club’s board of directors and to have the full slate approved. These nine candidates will be running for four open 2012 to 2014 board positions as the board expands to 12 members from its current nine (one current board member will be stepping down).

Voting in our annual election is a great way to participate in the future of your club. Click on the links below to read candidate statements, meet the candidates in person at the Annual Membership Meeting or the Board Candidate Forum, and remember to cast your ballot before October 11. Thank you for your help in ensuring that Cascade’s leadership remains strong.

Candidates for the 2012 Board of Directors:

Meet the candidates in person:

Meet the candidates online

If you are unable to make the in-person candidate meetings, you can still meet the candidates on the Cascade forums. Reading the forums is open to anyone, but if you want to post, you must first join the forums.

Bylaws revisions

In early 2012, Cascade will convene a Task Force to review our bylaws. If you are interested in being a member of this group, please call the office at (206) 522-3222. In the meantime, several contentious and perhaps outdated bylaws were reviewed by a Committee appointed by the Board of Directors. The Committee’s recommended changes appear on the October ballot along with the board candidates.

The board is proposing bylaw revisions in three areas: (a) the process for director recall; (b) the terms of board-appointed interim directors; and (c) the quorum required for the board to conduct Club business. The full text of each recommended change is here and will also be  mailed to members in the October issue of the Cascade Courier. Please see the FAQ for information. Ratifying the proposed changes will require a two-thirds majority of all votes cast.

Vote:

Download a ballot or look for a copy in the October issue of the Cascade Courier. Ballots must be dropped off at the Annual Membership Meeting or mailed to Cascade Bicycle Club at 7400 Sand Point Way NE, Suite 101S, Seattle 98115. Ballots must be post-marked by October 11.

FAQ: Changes to Cascade’s bylaws

Friday, September 23rd, 2011 by

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!