Bylaw Changes Summary
To see all changes and the strike throughs, download the attached document.
(Please note these have not yet been debated or moved by the board to the general membership in their current form.)
Here are the major changes that will be discussed:
Membership classifications are eliminated in the bylaws. We had seven classifications, and the board had in recent years created different levels of dues payments that did not match the forms described in the bylaws. We also discovered in 2016 that the bylaws technically prevented many members from voting. This change removes the member classifications from the bylaws so as not to constrict the board.
The annual board elections can be held by paper or electronic ballots and do not require in-person attendance. Also, there is no “nominating committee” which screens candidates; all members may submit their applications and be presented as candidates. There will be no nominations from the floor for the board or for officer positions.
A term limit for the president is restored. Before 2008, the president was limited to two two-year terms. Now, The president may not be elected to the position in more than two annual elections. A new addition also says No officer may have signatory power over the corporation’s bank accounts for more than five years.
Special meetings now require 5 percent of the membership. Previous language allowed just five members out of 450 to call a meeting of the entire membership. Changing that to 5 percent, or about 20 to 25 members, makes calling a special meeting more difficult but far from impossible.
Members are considered late on their dues after 30 days, and ineligible to vote if they’re 60 days late. This is change from 60 days and 90 days, respectively.
Now, let me go through each section and note changes and explain them:
The bylaws need to make clear they govern both affiliated corporations, The Denver Press Club Inc. and the Press Benevolent Association, the legal entity that holds our liquor license and operates our bar.
The new bylaws will delete all references to specific classes of membership. The board had in recent years created different levels of dues payments and membership types that did not match the forms of membership described in the bylaws. This change removes the member classifications from the bylawsso as not to constrict the board. A number of subsequent changes in the bylaws in multiple sections remove additional references to these classes.
The new bylaws add “All applicants for membership shall be presented to the board of directors for consideration” to make clear that neither the president nor any other officer can prevent an applicant from being considered by the board of directors.
The new bylaws add language that say members who pay discounted membership rates “shall notify the board of directors of any change in occupation, residency or life status that disqualifies them from that discount.” This replaces old language that required “active members” to notify the board of a change in status that would mean they were no longer journalists.
Members will now be considered late on their dues after 30 days, and ineligible to vote if they’re 60 days late. This is change from 60 days and 90 days, respectively, which has been remarked to me to be a quite generous policy for nonpayment of dues.
The existing bylaws specified the annual meeting had to be held “during the last week of March.” This change gives the board more flexibility in scheduling the annual meeting and currently means the annual meeting would be held between approximately March 15 and April 15.
The existing bylaws say as few as five members of the Club can call a special meeting of the entire membership, a very small number for a Club of 450+ members. The new language says 5 percent, which is between 20 and 25 members at current levels.
Existing bylaws make little to no reference to electronic means of communication between the Club and its members. This change relating to notice of membership meetings makes clear that email is one of, but not the only, means of communication with members.
Again changes a quorum amount for a voting meeting of the membership from the very small 10 to 5 percent, which currently would be 20 to 25 members.
Allows for proxy voting at a membership meeting in cases where a mail ballot is not used. Members have asked for the ability to proxy vote for both the 2016 and 2017 meetings.
The existing bylaws laid out an exact agenda that had to be followed at every annual meeting. This change eliminates the explicit agenda and allows the board to set the agenda for the annual meeting.
The existing bylaws did not allow student members to vote yet mandated a student member serve on the board, the only class of membership that was guaranteed a board seat. This change eliminates that mandate.
The language on the Election Committee restores most of the changes made to the bylaws over a decade ago but that were removed in 2016 when theBylaws Committee could find no evidence they were properly ratified by the membership. They include:
Changing a “nominating committee” that seemed to have power to block director applicants to an “elections committee” that simply verifies the applicant is a Club member in good standing and allows all to run
Creating a balloting process and ends the practice of requiring members to attend the annual meeting in person or be disenfranchised.
Mandating a candidates’ night that allows members to meet the candidates
Disallowing the nomination of candidates from the floor
One change now made that is not a restoration of the 2003 rules is to remove the provision that no one can serve on the Nominating/Elections Committee for two years in a row. Certain members have developed expertise in running the elections and it would seem to benefit the Club not to start each year with a whole new batch of volunteers running an election.
The existing bylaws suggested the president could fill vacancies on the board without the consent of the board. This change makes clear the board’s approval is required.
This new section explicitly allows the board to go into executive session for the same reasons a public body in Colorado can go into executive session.
The bylaws have a separate sections for the board and the Club’s officers, so there is also election language in this section.
The description of the treasurer is moved before the secretary’s to imply that the treasurer ranks higher among the executive officers than the secretary.
The description of the treasurer is also adjusted to make clear that it is not required that the volunteer treasurer is literally recording transactions and “keeping the books” of the Club, but instead working with others to do so.
A reference to “any firm of certified public accountants” is removed and replaced with “outside assistance” to allow for a bookkeeper who is not a licensed CPA to help with duties.
The changes in “Elections and Terms of Offices” state that candidates “shall indicate their interest for an officer position in their initial statement of candidacy” to assist the elections committee in preparing an officer election portion of the ballot. It also re-introduces term limits for the president, something eliminated in 2008, and also limits the time an officer can be a signatory on the Club’s bank accounts.
This change also makes clear the board’s approval is required to fill a vacancy in an officer position.
This insertion makes clear “committees may be chaired by any member of the corporation, whether that individual serves on the corporation’s board or not.”
References to three committees that may no longer be the most important for the Club to fill are deleted.
This change allows for the Club to have investments in the stock market, as opposed to insured bank deposits, but mandates they be held at a brokerage or other firm that is regulated.
The existing “financial reports” section mandates the use of a certified public accountant at the annual meeting and to audit the Club every three years. The Club has not followed this provision in the past and an audit of the Club’s two corporations would come at significant expense. These changes remove the references to use of a CPA.