DSAA Revised Bylaws
To the members of the Donner Summit Area Association:
DSAA’s Board of Directors have voted to recommend amending the Organization’s Bylaws to the full membership. The Amended Bylaws are set forth in this website for member’s review and comment. Please review the proposed Amended Bylaws: (editor’s note 2/16/12: the most current version of DSAA’s bylaws are posted in the “About DSAA” section of this site : Bylaws).
Most of the changes fall in the area of boilerplate and are required to bring the Bylaws into conformity with existing California Non Profit law. However, there are changes which are substantive.
One change has to do with the Board’s desire to expand the DSAA and attempt to include members and Board members from all of the communities on Donner Summit. You will note at Article V, Section 5.02, the various communities on Donner Summit are mentioned. It is the Board’s hope that future members of the Organization and future Board members will be recruited from those communities (as well as present communities) which are not represented in the present Organization so that more of Donner Summit will be become connected to DSAA.
The second and most substantive change has to do with changing the voting rights of members. With the Amended Bylaws, all DSAA members will be non voting members. Only the Board of Directors will have voting rights so that all members of the Board will be elected or appointed by the Board rather than the full membership. This change is being made so that the Board can fill vacancies and control who is on the Board to protect the identity of the Organization as it goes forward. It will also make it easier to recruit new Board members as needs arise. There will still be DSAA members who will have all rights afforded non voting members of non profit organizations. There will continue to be an annual meeting for DSAA members.
As it now exists, under current Bylaws, only the DSAA members can fill vacancies on the Board and elect members to the Board of Directors. This is too cumbersome a mechanism for an organization like DSAA. For instance, at the present time there are several vacancies on the Board of Directors through resignations, etc. The current Board cannot fill those vacancies without a vote of the entire membership which is impossible except at the annual meeting. Generally speaking, non profits which have members are usually homeowners associations, mutual banks or religious organizations. That does not describe our organization.
DSAA will retain its 501 (c)(3) status and all contributions will continue to be tax deductible.
If you as a DSAA member have any questions or comments please direct them to our website. We will try and answer them before the annual meeting scheduled for August 13, 2011, where the membership will vote on this matter.
1. The posted existing DSAA ByLaws are Articles of Incorporation (AoI); “bylaws” appears only in the last section (on amendments). Has there been an intermediate set of bylaws that bridges the gap between the AoI and the new proposal, or is the organization and title of the new proposal part of the set of “boilerplate” changes required by California law?
2. Hard-wiring the list of communities to be represented in DSAA may not be a good idea.
3. Is there no way to give the Board power to fill vacancies without taking voting powers away from the membership?
4. The size of the Board is variable; is there not enough flexibility within that range to accommodate the comings and goings of Board members between regular elections?
Dick, thanks for posting. Other members have made similar comments. I hope we will see you Saturday for a discussion and vote on the proposed changes. The members will be able to suggest alternatives to put up for a vote.