The West Medford Community Center will be holding it’s annual “Meeting of the Membership” on:

Sunday, September 16

2:00 PM – 4:00 PM

West Medford Community Center

111 Arlington St. Medford MA 02155

WMCC Annual Meeting of the Membership

September 16, 2018

Agenda:

  • Opening:

    • Introductions

    • Announcements

  • President’s Report:  Brian Collins

  • Finance Report:  Jameel Webb-Davis

  • Elder Services Report:  Terry E. Carter

  • Executive Director’s Report:  Bill Hager

  • By-Laws Update

  • Board Elections

WMCC By-Laws Review:

Proposed Language Changes

To Be Voted by the Membership at the Annual Meeting,

September 16, 2018

 

  1. Question on Categories of Membership (Page 1, Article III):
    1. Current Language:

Section 1. Qualifications.  The membership of the West Medford Community Center shall be comprised of individuals who desire to participate in promoting the goals, mission, and objectives of the corporation.

Section 2. Categories of Membership.  Th corporation may have within it membership the following types of categories of members: (1) Youth, (2) Individual, (3) Family (4) Seniors, and (5) Life Members.

Section 3. Voting Members.  A voting member of the corporation is one who is at least eighteen (18) years of age and who is an active, paid member, (either as an individual, adult member of a family who has paid family membership dues).  Membership must be up-to-date and in good standing at the time a vote takes place.

 

Section 4.  Youth Members. A youth member of the WMCC is one who is under eighteen (18) years of age and who has paid annual membership dues.  A Youth member shall have no voting power.  The term of a youth member shall commence upon payment of membership dues and shall expire upon the day preceding the next annual meeting.  Youth Membership ends subsequent to the individuals’ eighteenth (18) birthday.

Section 5. Dues.  Annual Membership dues shall be established by the Board of Directors.

 

  1. Proposed Language:

Section 1. Qualifications.  The membership of the West Medford Community Center shall be comprised of individuals who desire to participate in promoting the goals, mission, and objectives of the corporation.

Section 2. Categories of Membership.  Th corporation may have within it membership the following types of categories of members: (1) Youth, (1) Individual, (2) Family (3) Seniors, (4) Corporate. , and (5) Life Members.

Section 3. Voting Members.  A voting member of the corporation is one who is at least eighteen (18) years of age and who is an active, paid member, (either as an individual, adult member of a family who has paid family membership dues (“Family” being defined as “Parents and Children of a Nuclear Family”,) or the representative of an organization who has paid corporate membership dues).  Membership must be up-to-date and in good standing at the time a vote takes place.

 

Section 4.  Youth Members. A youth member of the WMCC is one who is under eighteen (18) years of age and who has paid annual membership dues.  A Youth member shall have no voting power.  The term of a youth member shall commence upon payment of membership dues and shall expire upon the day preceding the next annual meeting.  Youth Membership ends subsequent to the individuals’ eighteenth (18) birthday.

Section 5. Section 4 Dues.  Annual Membership dues shall be established by the Board of Directors.

  1. What This Does:
    1. Eliminates the categories of “Youth” and “Life” Members
    2. Defines who can vote if someone takes out a “Corporate” membership.
  • (*) We need to either remove these two categories of membership OR have a better definition of what these two categories mean.)

 

 

  1. Question as the language requiring 2/3s of full membership to constitute a “quorum” for the Annual Meeting (Page 2, Article 111, Section 4):
    1. Current Language:
      “Section 4. Voting. Voting at any meeting of the WMCC shall occur, only when a quorum of voting members is present.  At any meeting, 1/3 of the voting members shall constitute a quorum.  For a vote to be effective, a one-third (1/3) of the voting members in good standing must be present.”
    2. Proposed Language:

“Section 4. Voting.  Voting at any meeting of the WMCC shall occur, only when a quorum of voting members is present.  At any meeting, 1/3 of the voting members shall constitute a quorum.  For a vote to be effective, a one-third (1/3) of the voting members in good standing must be present.”  A quorum for any meeting of the WMCC membership shall be defined by those members present at the meeting, if proof of ample advanced notice can be established.

  1. What This Does:
    1. Re-defines the “Quorum” for a Membership Meeting to be those present
    2. Re-Establishes the need for “ample advanced notice” to the membership of the meeting in question

 

 

  1. Question on the need for clarifying language around acceptable ways by which a Board Member can meet his/her Board Financial Commitment (Page 3, Second Half of Article III Section 4):
  • Current Language:
    Each Board member will be responsible for personally or through solicitation during his/her term, raising a sum of money to be used for the benefit of the WMCC.  The following formula will be sued to determine each Board member’s fiscal responsibility.Totals to be raised through the contribution or solicitation
    One (1) Year Term:     $    00
    Two (2) Year Term:    $    666.00
    Three (3) Year Term:  $ 1,000.00
  1. Proposed Language:
    Each Board member will be responsible for personally or through solicitation during the current year of his/her term (September – August,) raising a sum of money no less than $333.00 (in addition to base membership dues) in the course of that year to be used for the benefit of the WMCC. Funds raised in excess of $333.00 may not be “carried over” to subsequent years without express permission from the Board as a whole.  The following formula will be sued to determine each Board member’s fiscal responsibility.Totals to be raised through the contribution or solicitation
    One (1) Year Term:     $    00
    Two (2) Year Term:    $    666.00
    Three (3) Year Term:  $1,000.00

This sum may be in the form of a cash donation, net receipts from special events (beyond the regular WMCC program/event schedule) and/or an in-kind donation of goods or services that offsets a normally occurring expense of the WMCC.  The WMCC Board of Directors must approve the special event and/or the value of any proposed use of in-kind donations used to fulfill this Board Requirement.  Any Board member who has not made substantial progress toward achieving their financial obligation within the first nine (9) months of the current year of their term shall be reviewed by the Board for the purpose of compliance.  Failure of the Board member to meet their commitment can cause such member to be removed by the Board and not allow such member to run for election/re-election without first having fulfilled their standing obligation.

 

  1. What This Does:
    1. Changes the option of meeting Board Commitment of raising $1,000.00 at some point before the end of a 3-year term, to specifically $333.00 every year.
    2. Defines the “year” as the current year he/she is serving in (Sept. – Aug.)
  • States the fact that this is a “minimum” amount.
  1. Allows for amounts in excess of $333.00 per year to be “carried over” into a second year of service only with permission (vote) of the entire board.
  2. Defines the form of that commitment may be in the form of (a) “cash”, (b) “receipts from a special event” or (c) “in-kind donation of goods or services.”
  3. Defines “special event” as something WMCC would not have otherwise done.
  • Defines that the amount the “special event” raises must be above the WMCC costs for that event (“net receipts.”)
  • Defines “in-kind” as goods and/or services as something that offsets a normally occurring WMCC cost.
  1. Requires prior Board approval of accepting that Special Event or In-Kind donation as fulfilling Board Commitment.
  2. Requires there be a time frame by which “substantial progress” towards meeting this commitment is made, and consequences for not making this progress.
  3. By using the term “MAY be removed” from the Board allows the Board to consider extenuating circumstances for a non-payment.
  • (*) The conversation to date has been around the need to solidify this requirement while retaining enough flexibility to allow for economic diversity on the Board (not excluding someone who may be of value to the Board, but without the income to pay this commitment out of pocket.)

 

  1. Question of Conflict of Interest Issue (Page 4, Article VIII):
    1. Current Language:
      “No spouse, parent or child of member of the Board of Directors may serve as an agent or employee of the WMCC.  No member of the Board of Directors shall realize a direct or indirect personal financial gain from fundraising undertaken on behalf of the WMCC.  No member or committee s hall use the name of the WMCC for any solicitation of funds without the approval of the Board of Directors.  Unresolved disputed conflict will/can be submitted to the City Solicitor for Resolution.”
    2. Proposed New Language:
      “No spouse, domestic partner, parent, grandparent, child or grandchild of a member of the Board of Directors may serve as an agent or employee of the WMCC. No member of the Board of Directors shall realize a direct or indirect personal financial gain from fundraising undertaken on behalf of the WMCC.  Any potential direct or indirect financial gain to a Board Member that may result from the works of the WMCC must be disclosed to the full board.  If the full Board determines that there is an appearance of such a conflict of interest, the Board member in question must recluse him/herself from debate and/or votes on any issues pertaining to that conflict of interest.  Failure to disclose a potential conflict of interest is grounds for immediate dismissal from the Board.  No member or committee shall use the name of the WMCC for any solicitation of funds without the approval of the Board of Directors.  Unresolved disputed conflict will/can be submitted to the City Solicitor for Resolution.”
    3. What This Does:
      1. Expands definition of “family member” who cannot be an employee of WMCC to include “domestic partners,” grandparents and grandchildren of Board Members.
      2. Re-defines “conflict of interest” more specifically, taking out the phrase “fund raising” and replacing it with the more specific “financial gain.”
  • Does not exclude those who may have such a conflict of interest but requires them to disclose anything which could give the “appearance of conflict of interest.”
  1. Allows the Board, as a whole, to make a determination if there is or is not an appearance of Conflict of Interest.
  2. Requires that when someone does have the appearance of a potential conflict of interest, he/she must recluse themselves from debate and vote on those issues connected to that conflict of interest.
  3. Takes the “City Solicitor” out of the picture.
  • (*) Conversation to date has been around how to protect ourselves against the potential (and/or appearance) of a conflict of interest (Board members financially gaining from involvement on the Board) while at the same time not excluding potentially valuable Board candidates.

 

  1. Question on the Need for all the Standing Committees noted in the By-Laws (Pages 4 & 5, Article IX Section 1):
    1. Current Language:
      “Section 1. The standing committees of the WMCC shall be as follows: An Executive Committee; Finance and Compliance; Membership; Fundraising; External Communications; Organizational; Nomination; and any other committees the Board of Directors deems necessary at any given time.  The President shall be, ex officio, a member of all committees, except the Nomination Committee.  All decisions of committees are subject to review and revision by the Board of Directors.
    2. Proposed Language:
      “Section 1. The standing committees of the WMCC shall be as follows: An Executive Committee; Finance and Compliance Membership and Fundraising; External Communications; Organizational; Nomination; and any other committees the Board of Directors deems necessary at any given time.   The Board may create and empower additional committees as needed.   The President shall may be, ex officio, a member of all committees, except the Nomination Committee.  All decisions of committees are subject to review and revision by the Board of Directors.
    3. What This Does:
      1. Eliminates the 3 additional “Standing Committees (fund raising, external communication and organizational.)
      2. Allows the Board to create, direct and empower any of these (or other) committees on an “as needed” basis.
  • By adding the work “May” to the President’s membership on all committees still allows the President’s involvement but doesn’t “require” his/her involvement. (Meaning (a) These committees can exist without his/her involvement, and (b) The President can still serve as President, even if he/she is not available to serve on all these committees.)
  1. Question on Executive Committee Membership (Page 5, Article IX, Section 3):
    1. Current Language:
      “The elected officers of the corporation (as specified at Article VII), as well as the Executive Director ex officio, Chairpersons of standing committees and one (1) additional Director to be selected by the Board of Directors shall comprise the Executive Committee. The Executive Committee shall have the power to act for the Board of Directors between its regular meetings; shall report and make recommendations to the Board of Directors and perform such other duties as are specified in these By-Laws.  The acts of the Executive Committee shall not be in conflict with the policies and positions of the Board of Directors.”
    2. Proposed New Language:
      “The elected officers of the corporation (as specified at Article VII), as well as the Executive Director ex officio, Chairpersons of standing committees, immediate past president and one (1) additional Director Board Member to be selected by the Board of Directors shall comprise the Executive Committee. The Executive Director will act as a non-voting staff to the Executive Committee.  The Executive Committee shall have the power to act for the Board of Directors between its regular meetings; shall report and make recommendations to the Board of Directors and perform such other duties as are specified in these By-Laws.  The acts of the Executive Committee shall not be in conflict with the policies and positions of the Board of Directors.”  The Executive Committee shall not act in any way that conflicts with the established policies and positions of the full Board of Directors.
    3. What This Does:
      1. Redefines the make-up of the Executive Committee to only include Board Officers and 1 non-officer Board Member. (Removes committee chairs and “ex-officio” which is the immediate past president, from the Executive Committee.)
      2. Removes the Executive Director from the committee but requires he/she participate as support staff.
  • Re-Words the last sentence to clarify that, while the Executive Committee CAN act for the Board between Full Board Meetings, it CANNOT act is such a way to reverse positions that have already established by the full Board.

 

  1. Question on the Need for Personnel Committee (Page 5, Article X Section 6):
    1. Current Language:
      A personnel Committee of no less than three (3) persons shall be appointed by the President promptly following the President’s election to office. It shall be the duty of this committee to review and make recommendations to the Board of Directors.
    2. Proposed Language:
      A personnel Committee of no less than three (3) persons shall be appointed by the President promptly following the President’s election to office. It shall be the duty of this committee to review and make recommendations to the Board of Directors. (elimination of the call for a personnel committee.)
    3. What This Does:
      1. Eliminates the requirement for a standing “Personnel Committee.”