At our December 7 meeting, Bike East Bay members will be voting twice: once to approve the 2017 slate of Board Members, and once on proposed changes to our bylaws. Below, we have summarized the proposed bylaw changes and provided answers to FAQs. We hope you join us on Wednesday, December 7. More information on the event and our Board candidates is available here.
These changes are made throughout the document. First, “Bike East Bay” replaces “EBBC (or “East Bay Bicycle Coalition”) to reflect the fact that we now do business as (DBA) Bike East Bay. Second, “Chair” replaces “President” and “Vice Chair” replaces “Vice President” to conform with standard nonprofit practice.
Introduction to Specific Changes
The Bike East Bay Board asks members to approve three significant and two minor changes to our Bylaws.
The significant changes deal with Membership Records (Article VII, Members, Sec.1, Membership Records); Nominations to the Board (Article IX, Election of Directors, Sec. 1.b. Nominations); and Board of Directors terms (Art icle X. Directors, Sec. 3, Election and Term of Office). Minor changes involve clarifying one way of becoming a member – contributing volunteer hours (Article VII, Members, Sec.1, Membership Records) and a clarification of Board committee processes (Article XI, Sec. 1, Committees). These are discussed below.
Please also see the Bylaws FAQ below to learn more about the rationales for these changes.
Significant Bylaws Changes
Article VII, Members, Sec.1, Membership Records. The Board believes this change is the best way to protect personal membership records from disclosure and misuse for purposes unrelated to Bike East Bay’s mission. The changes keep the requirement that member records be available for inspection by a member and controls inspection methods in a way designed to prevent abuse. The provision empowers the Board to create a policy for managing requests for inspection of member records. An initial proposed policy is presented in a separate document.
Article IX, Election of Directors, Sec. 1.b. Nominations. The Board believes that a new – and we think, clearer – process is needed for member-generated nominations to the Board of Directors. This revision replaces the rarely-used provision that allows unsupported nominations from the floor during our annual member meeting. The revision enables any interested member to submit a petition to nominate a board member as long as the petition is received at least seven days before the annual meeting, includes the signatures of ten members, and the consent of the nominee. The new procedure encourages thoughtful planning for member nominations, replacing, as we’ve noted, a rarely-used process allowing last-minute, unplanned nominations.
Article X. Directors, Sec. 3, Election and Term of Office. This revision will change the terms of Board members from one year to three, as well as introduce staggered terms so the whole Board is not reelected every year, as is the current practice. We believe these changes will contribute to the long-term health of Bike East Bay and align our procedures with contemporary nonprofit best practices. The revision also authorizes the Board to develop a transition plan to move from the current one-year terms to three. That proposed plan is contained in a separate document.
In addition, the revision adds term limits for Board membership. The proposed limit is two consecutive three-year terms with an exception for officers serving at the end of a second term: such person may be elected for an additional three-year term. Any gap in service will allow additional terms.
Article VII, Sec.1. Members. This proposed change clarifies an existing practice, namely that one can become a member by volunteering service rather than paying dues.
Article XI, Sec. 1, Committees. The Board proposes two changes here:(1) members of committees will serve at the pleasure of the Chair, not the Board; and (2) committees are to take notes—not necessarily formal “minutes”—of all meetings and distribute the notes to the Board. We feel the requirement that minutes of committee meetings be kept in the corporate minute book is unnecessary, and we propose deleting it.
Technical Changes: These changes are made throughout the document. First, “Bike East Bay” replaces “EBBC (or “East Bay Bicycle Coalition”) to reflect the fact that we now do business as (DBA) Bike East Bay. Second, “Chair” replaces “President” and “Vice Chair” replaces “Vice President” to conform with standard nonprofit practice.
Q: What Bylaws changes is the Bike East Bay proposing?
A: The most significant changes we propose to the current Bike East Bay Bylaws are designed to protect member privacy; clarify the process for members to make “from the floor” nominations to the Board; and alter Board member terms by lengthening board terms to three years, staggering those terms, and limiting board members to two consecutive terms, with some exceptions for Board officers. We also propose some administrative and housekeeping changes.
Membership Records Privacy
Q. What is this Bylaw change about Member Records and why is it necessary?
A. In essence this Bylaws change tightens control over how Bike East Bay members can access and inspect member records. Our intent is to prevent abuse of members’ privacy. The change does not prevent members from viewing these records. While we have not experienced any actual abuse of privacy to date, we have heard stories from other biking and environmental organizations who have, to the detriment of the organizations and individuals. This seemed to happen because their Bylaws had provisions similar to those in our present Bylaws. We think it’s very prudent to adopt this new Bylaw language to address privacy concerns.
Elections of Directors, Nominations
Q. What is this Bylaw change about Board Nominations and why is it necessary?
A. The current Bylaws allow for member nominations – including self-nominations - from the floor during our annual meeting. This provision is rarely-used but it does mean that there is no vetting process for these potential board members. Through its Nominating Committee, the Board has an active and open process to seek out and vet potential board members and place them on a Board-recommended slate. At the same time, we want to encourage members to offer alternative possibilities.
The changes to the “from the floor” nominating process set up a clearer, less random way, to do this by asking for a nomination petition at least 7 days in advance of the annual meeting so that it can be publicized, and requiring that the petition includes the signatures of at least 10 current Bike East Bay members and the consent of the nominee.
We seek Board members who are eager to devote a significant amount of their volunteer time to actively participate at Board and committee meetings, help the organization acquire the funding it needs to thrive, and provide the wisdom to help promote an agenda that seeks to make bicycling safe, fun and accessible for everyone in the East Bay. We believe the proposed changes offer a doable process that encourages the sort of thoughtful planning that will benefit Bike East Bay and help us achieve our goals.
Q. Why lengthen board terms?
A. The Bike East Bay board meets only six or seven times a year. There is a substantial learning curve to become an effective, contributing board member. Six or seven 90-minute meetings is certainly not enough time to fully understand the range of work of the organization, the operations of board committees and the interpersonal dynamics of the board.
Longer terms help provide long-range stability and continuity for the organization. And longer terms express the organization’s greater confidence in the ability of a new board member to contribute substantially to Bike East Bay for a period of years. Asking for a three-year commitment should increase the likelihood that new board members will devote time and energy to the organization.
Q. Why three-year terms?
A. Three year-terms, renewable once, for a total of six years on the board has become a non-profit standard. As nonprofit expert Alyson Bell writes: “I find that a 3-year term (renewable for a single, second 3-year term) is a good length of time for people to serve on a board. Less than three years and a board member is just getting started when it’s time to leave. More than 3 years and the commitment seems daunting and can discourage new board candidates from agreeing to join. (Article Source: http://EzineArticles.com/3802924)”
From Board Source: “Term Limits: Across the sample, more than 27% of boards have no term limits (ie, a maximum number of consecutive years that a board member can serve) The majority of board member terms are three years (69%) Among boards with consecutive term limits, the most common structure for board member service is two consecutive 3-year terms; the second most common structure is three consecutive 3-year terms.” (http://www.thenonprofitpartnership.org/files/board-source-governance-2012.pdf)
Q. Why staggered terms?
A. Staggered terms are part and parcel with longer terms. They engender an orderly, intentional transmission of institutional wisdom and memory.
Q. Why limit board members to two consecutive terms?
A. Bike East Bay’s board needs to balance two countervailing needs: 1) institutional continuity, and 2) fresh perspectives. We feel two terms – or six years – on the board is long enough. Term limits will allow the board to continually recruit people with fresh perspectives and energy. The changes call for a limit on two consecutive terms, so it’s possible for former board members to return to the board after taking some time away from the board.File attachment: Annual Report 2015 email.pdf EBBC-Bike East Bay-BYLAWS-Final-Nov2016(clean).pdf EBBC-Bike East Bay-BYLAWS-Final-Nov2016(redline).pdf