Author Topic: Article Four of the Bylaws  (Read 17472 times)

Bro.Said

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Article Four of the Bylaws
« on: August 17, 2007, 09:37:07 AM »
As of 2008, this Article is up to date.

BYLAWS

of
Poetry Slam, Inc.

ARTICLE IV

Officers
Section 1. Number. The officers of the corporation shall be a president, a vice-president, a secretary and a treasurer and three trustees, as well as other additional officers whose titles and duties shall be determined by the Executive Council. Annually, Council shall appoint an Executive Director who shall serve on the Executive Council as an ex officio member. The Executive Director may be removed from office, or replaced at any time by a simple majority vote of the Executive Council. Any two or more offices may be held by the same person.

Section 2. Election. An officer of the corporation shall be chosen by the Executive Council. Each officer shall hold office until his/her death, resignation or removal as hereinafter provided. A vacancy in any office because of death, resignation or removal or other cause shall be filled by the Executive Council at either an annual or special meeting.

Section 3. Resignation and Removal. An officer may resign at any time upon written notice to the corporation. An officer may be removed at any time, either with or without cause, by the Executive Council, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 4. President. The president shall be the chief executive officer of the corporation, and, subject to the direction and control of the Executive Council, shall manage the business of the corporation and shall see that all orders and resolutions of the Executive Council are carried out. He or she shall preside at all meetings of the Slam Family and Executive Council and shall have such other powers and duties as may from time to time be prescribed by the Executive Council or Bylaws.

Section 5. Vice-President. During the absence or disability of the president, the vice-president, or, if there are more than one, the executive vice-president, shall possess all powers and functions of the president. Any vice-president may sign, with the secretary, certificates for membership in the corporation, and shall perform such other duties as may from time to time be prescribed by the Executive Council or the Bylaws.

Section 6. Secretary. The secretary shall keep or cause to be kept, at the principal executive office of the corporation, the minutes of all meetings of the Slam Family and of the Executive Council. The secretary shall see that all notices of meetings are given in accordance with the provisions of these Bylaws or as required by law. The secretary shall have charge of the corporate seal and shall affix it to any instrument when authorized by the Executive Council. The secretary shall keep or cause to be kept, at the principal executive office of the corporation or at the office of the corporation's transfer agent, a membership register, showing the names of the Slam Family and their addresses, and the date of membership held by each. The secretary shall keep or cause to be kept, at the principal executive office of the corporation, the original or a copy of the Bylaws and amendments, the resolutions of the Slam Family, and other documents of the corporation, and shall certify that all such documents of the corporation are true and correct copies. The secretary shall perform whatever other duties as may be prescribed by the Executive Council.

Section 7. Treasurer. The treasurer shall have charge of the corporate funds and securities; shall keep or cause to be kept complete and accurate account books of corporate receipts and payments; deposit all money and other valuables in the name of the corporation in such banks, trust companies or other depositories as designated by the Executive Council; prepare and present financial reports to the annual meeting of the Slam Family and the regular meetings of the Executive Council, and perform such other duties as are assigned to him or her from time to time by the Executive Council.

Section 8. Executive Director. The Executive Director shall assist the officers in the performance of their duties. Duties shall include, but not be limited to: maintaining the corporate non-profit status with the Internal Revenue Service; complying with all regulations and filing requirements; acting as an advisor to the Executive Council to be sure they, the Slam Family, and the Slammasters fulfill all the requirements of the corporation by-laws; in coordination with the Treasurer, maintaining an accounting record of all day to day business transactions; making sure all contract obligations are fulfilled; assisting the Executive Council in the venue certification process and maintaining records of certified venues; in coordination with the Secretary, maintaining a record of membership; supervising the Publicist's work and maintaining a press archive; in coordination with the Executive Council, supervising the process for securing public and private funding for Poetry Slam, Inc.; in coordination with the Executive Council, protecting any intellectual property of Poetry Slam, Inc.; maintaining an up-to-date file of all business correspondence.

Section 9. Sureties and Bonds. If required by the Executive Council, any officer of the corporation shall give to the corporation a bond for the faithful performance of his or her duties in such sum and with such surety or sureties as the Executive Council shall determine.

Section 10. Compensation. The salaries of the officers shall be fixed from time to time by the Executive Council. No officer shall be prevented from receiving such salary due to the fact that he or she is also a member of the Executive Council of the corporation.
« Last Edit: June 29, 2008, 11:15:34 PM by Bro.Said »
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Arrian

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Re: Article Four of the Bylaws
« Reply #1 on: August 18, 2007, 03:31:54 PM »
BYLAWS

of
Poetry Slam, Inc.

ARTICLE IV
Officers
Section 1. Number. The officers of the corporation shall be a president, a vice-president, a secretary and a treasurer and three trustees, as well as other additional officers whose titles and duties shall be determined by the Executive Council. Annually, Council shall appoint an Executive Director who shall serve on the Executive Council as an ex officio member. The Executive Director may be removed from office, or replaced at any time by a simple majority vote of the Executive Council. Any two or more offices may be held by the same person.


The last sentence opens the possibility of having a smaller number of 7 on the EC; I believe there is a need for representation and diveristy on the EC and do not see the need for two or more offices to be held by the same person. My suggestion would be to remove this sentence form the by-laws.

I am also open to discussion about the need for this sentence as I currently don't see the need for the sentence from this point moving forward. Although I could see the need when the organization was smaller.

-Arrian
Phoenix, AZ

Steve

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Re: Article Four of the Bylaws
« Reply #2 on: August 18, 2007, 04:16:15 PM »
Arrian, that sentence doesn't mean the EC is smaller. It means one member of the EC could be both the Vice President and the Secretary, for example. (A situation we actually had in the past). THe EC is set at 7 members. Usually there are four officers and three trustees, but in the circumstance where you can't get four members of EC willing to do the work of the officers, one person sometimes will step up and do two jobs.

Arrian

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Re: Article Four of the Bylaws
« Reply #3 on: August 18, 2007, 05:31:00 PM »
What you outlined in your response is what I also understood the By-laws to allow. What I am pointing out is when this happens - sharing the work load- it also reduces the number of voting EC members which reduces the number required to achieve a majority vote. I see this a negative but also understand the necessity and practicality of sharing the work load.

Addressing the need to fill positions within the organization to get the work done does not have to also reduce the number for a majoriy vote.
Phoenix, AZ

Delrica

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Re: Article Four of the Bylaws
« Reply #4 on: August 19, 2007, 09:05:14 AM »
What you outlined in your response is what I also understood the By-laws to allow. What I am pointing out is when this happens - sharing the work load- it also reduces the number of voting EC members which reduces the number required to achieve a majority vote. I see this a negative but also understand the necessity and practicality of sharing the work load.

Addressing the need to fill positions within the organization to get the work done does not have to also reduce the number for a majoriy vote.

I'm not sure I understand what you mean, Arrian.

You say that by having a member of the EC hold down more than one office in PSI, that it reduces the number of voting EC members (am I reading that correctly?).  I don't see how that works.

Officers of PSI are the voting members of the EC. Even if one holds an office, they're still a voting member of the EC. There is no trade-off (ie. oh you're the secretary, so you can't vote).

Am I interpreting your understanding of the bylaw correctly?
*The views expressed by Delrica are not that of PSi nor the Executive Council. Her gems are her own...deal with it*

Steve

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Re: Article Four of the Bylaws
« Reply #5 on: August 19, 2007, 09:34:15 AM »
There are always 7 members of EC. There are always 4 offices to be held. Sometimes one person holds more than one office, but there are always 7 EC members.

Arrian

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Re: Article Four of the Bylaws
« Reply #6 on: August 19, 2007, 05:03:05 PM »
How I understand the by-laws is:

Jill is Pres.
Jack is VP
Jamie is Secretary and Treasurer
John is a trustee
Jim is a trustee
Julian is a trustee

Total voting members of the EC is 6 as afforeded by the following, Article 4 Section 1: "Any two or more offices may be held by the same person." 
Phoenix, AZ

Steve

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Re: Article Four of the Bylaws
« Reply #7 on: August 19, 2007, 07:22:00 PM »
I hear your argument, but in the past there have always been 7 members and there have always been four offices. But sometimes three people did the duties of the four offices leaving 4 non-officer members of EC.

Delrica

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Re: Article Four of the Bylaws
« Reply #8 on: August 19, 2007, 08:23:37 PM »
How I understand the by-laws is:

Jill is Pres.
Jack is VP
Jamie is Secretary and Treasurer
John is a trustee
Jim is a trustee
Julian is a trustee

Total voting members of the EC is 6 as afforeded by the following, Article 4 Section 1: "Any two or more offices may be held by the same person." 

But you're forgetting about Joanna, who is also a trustee (and a voting EC member), but not an officer.
*The views expressed by Delrica are not that of PSi nor the Executive Council. Her gems are her own...deal with it*

Arrian

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Re: Article Four of the Bylaws
« Reply #9 on: August 19, 2007, 09:33:57 PM »
How I understand the by-laws is:

Jill is Pres.
Jack is VP
Jamie is Secretary and Treasurer
John is a trustee
Jim is a trustee
Julian is a trustee

Total voting members of the EC is 6 as afforeded by the following, Article 4 Section 1: "Any two or more offices may be held by the same person." 

But you're forgetting about Joanna, who is also a trustee (and a voting EC member), but not an officer.

Ahha! Yes in Article III it states "shall be 7", shall is the important word. I missed the following (see italics below) which is demonstrated by Joanna however by-laws specifically stating 3 (see bold below) limits trustees to three, maybe. This is a detail that could be argued; the whole Joanna may or may not be able to hold another "trustee" position but all the same the title can change but the purpose/responsibility remains.

ARTICLE IV
Officers
Section 1. Number. The officers of the corporation shall be a president, a vice-president, a secretary and a treasurer and three trustees, as well as other additional officers whose titles and duties shall be determined by the Executive Council.

I have to say Delrica I appreciate the willingness to go into details in this endeavor. I do this kind of thing for work (wrtiting P & Ps, internal auditing, contracts, etc.- you know the exciting reading/writing) and most are big-picture kind of people. Thank you.

-Arrian
Phoenix, AZ

Delrica

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Re: Article Four of the Bylaws
« Reply #10 on: August 20, 2007, 03:12:26 PM »
What's a P&P?

*The views expressed by Delrica are not that of PSi nor the Executive Council. Her gems are her own...deal with it*

Arrian

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Re: Article Four of the Bylaws
« Reply #11 on: August 20, 2007, 04:05:32 PM »
Policy & Procedures
Phoenix, AZ

Steve

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Re: Article Four of the Bylaws
« Reply #12 on: August 21, 2007, 10:09:59 AM »
And that is precisely what this organization needs at this point. I've been calling for such a comprehensive document for several years.

Steve

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Re: Article Four of the Bylaws
« Reply #13 on: April 22, 2008, 06:55:49 PM »
Again, there is no prescribed "order" in which Bylaws get passed by the three legislative bodies in PSI. I think since this clearly affects SlamMasters most, they should vote on it first.