Donner Summit Area Association

Members have recently received written concerns regarding DSAA bylaw changes from one of our members.  The concerns are listed below, along with the Board’s response.  Members are welcomed and encouraged to weigh in at this Saturday’s Annual Membership Meeting. 

DSAA board members decided to post this response and the concerns listed in the letter sent to members on the DSAA website to ensure that those members who are interested have access to all of the information.  DSAA is a small organization with approximately $15,000 in the bank to carry out its mission.  It needs to remain flexible and efficient to meet the needs of its members on Donner Summit.  The board feels the bylaws it adopted (including voting rights of members in Article IV) best serve the needs of the organization. 

1.  Revised bylaws allow the Board to amend the bylaws without a membership vote.
The draft minutes of the August, 2011, annual meeting  drafted just after that meeting indicate that the membership approved a motion that the draft bylaws be adopted, as written, with the exception that members retain voting rights and obvious errors be corrected.  This motion was adopted by unanimous vote with one abstention.  Article XI of the draft bylaws presented to the membership at that time provided that the both the membership and the board had certain authority to amend the bylaws.  As written, the members can amend any of the bylaws at any time by following the proscribed procedure.  The board can amend any bylaws not changing the number of directors nor affecting any of the voting rights of the members.  Only the members can change those provisions.  Therefore, unless someone moves to amend the bylaws these are the present methods by which bylaws may be amended, all of which was discussed and approved at the August, 2011, meeting.  If  members wish to restrict amendment of all bylaws to members only, a member may make a motion to that effect at the February 18th, annual meeting so that it can be considered by the membership at that time.

Voting rights of members have been added to the bylaws as Article IV.  This was done at the request of the members attending the August, 2011, annual meeting.  That is the part of the bylaws on the agenda for theFebruary 18, 2012, annual meeting, to be ratified and adopted or rejected by the membership.

1.  Original Bylaws defined two classes of membership:  Resident Members and Supporting Members.  In recent revisions, the entire class of Supporting Members has been abolished.

The draft bylaws presented to the membership at the August, 2011, annual meeting contained only one class of membership which was adopted at that time.  What was added is membership voting rights.  There was discussion of this issue including that it was too cumbersome for a small organization like DSAA tohave multiple classes of membership.  If you or any member wish to change back to multiple classes of members, a motion would need to be made at the February 18, 2012, annual meeting toward that end.  The board feels a single class of membership is more appropriate for an organization the size of DSAA with limited financial resources.  Those persons who wish to support DSAA but who do not qualify as members are allowed to participate as a non voting contributor as set forth in the bylaws.

2.  Bylaws do not state that Members of the Board must belong to DSAA.

It is technically true that a person meeting all of the qualifications of a board member contained in the bylaws does not have to be a member.  However, the DSAA application to become a board member requires any person running for the board to pay dues which makes them a member.  And, the qualifications require connection with Donner Summit.  So by filling out the application and paying dues that person would be a member of the organization.  In light of the above, the board does not feel it is necessary to add “member” to the qualifications necessary to be a board member; however, if any member wishes to add that to the requirements for board membership, a motion to that effect can be made at the annual meeting on February 18^th.

3.  “Government representatives located on Donner Summit” have been added to the list of possible voting members, a group not included in the original bylaws.

The draft minutes reveal adding “government representatives on Donner Summit” as one of the requirements to being a member of the organization was presented to the membership for discussion at the August, 2011, annual meeting.  As stated above, the membership adopted the bylaws with the exception of adding back voting members and corrected typographical errors in the draft.