California Surveyors Forums

Are we allowed to discuss the by-law changes here?

but I would think so. We will find out soon enough.

What better place to discuss the proposed By Laws changes?

All righty, then.

2.01.1 Seems draconian?

2.08 How much notice is to be given to a member about to be expelled by the Association? Does it matter?

3.0.1 Changing 'shall' to 'may' seems like more than a non-substantive change. Not sure I like that.

5.03 48 hours notice of a special meeting of the BOD seems kind of short notice.

15.01 I don't like electronic voting, seems ripe for fraud.

These bylaw changes fundamentally restructure CLSA from an organization that is designed to respond to the needs of its members to one that dictates the needs of the organization to its members and governs the members according to those needs. Like it, swear your loyalty, or get out.

It seems pretty drastic to overhaul the nature of the organization as a reaction to a few "rogue" members and the possibility of a chapter going rogue.

Is there a BOD meeting before the ballots are due?

A chapter going rogue? I'm not up on the happenings going on.

Basically, there was a chapter that wanted to take some particular local action as to practice issues on behalf of CLSA. The state level of the organization didn't want them to. There were strong opinions on each side of that disagreement and tensions ran high. I haven't been keeping up and have no idea what the current state of the matter is. It may still be brewing or some understanding may have been reached.

I have reviewed the proposed bylaw changes and they concern me. if adopted too much power would be placed in the Executive Director and given the present state of affairs, that would enhance an already untenable conflict of interest. As we have seen, if anyone challenges or questions the Executive Director, a campaign will be mounted to have that person expelled. This is not the first time this has happened. We have already seen related censorship occurring here on the forum. The organization needs to be managed by an association of land surveyors and not by a contract company. Please join me in protecting CLSA before it is too late.

Why aren't any changes being proposed to adhere to nonprofit organizations and to comply with federal regulations? From the association of nonprofits.


Does your nonprofit have a "code of ethics?" It's useful to adopt a set of principles to guide a nonprofit organizations decision making and activities, as well as the behavior of its employees, volunteers, and board members. These principles might be called the nonprofit's "statement of values" or "code of conduct," or something else. Honesty, integrity, transparency, confidentiality, and equity are each examples of values that are typically expressed in a charitable nonprofit's code of ethics. The purpose of adopting such a statement formally is to provide employees, volunteers, and board members with guidelines for making ethical choices and to ensure that there is accountability for those choices. When board members of a charitable nonprofit adopt a code of ethics, they are expressing their commitment to ethical behavior. Such a commitment goes a long way to earning the publics trust. The Council of Nonprofits encourages all nonprofits to craft an appropriate "statement of values" or "code of ethics" for your nonprofit. For some charitable nonprofits it may be appropriate that their codes incorporate standards already adopted by certain professional groups. (An example might be a charitable nonprofit that employs licensed clinical social workers may incorporate the Code of Ethics of the National Association of Social Workers into its own ethical code.) Other nonprofits may create their own statement that reflects that particular charitable nonprofit's unique mission, activities, and interaction with clients, volunteers, and the public. Whatever the nomenclature, crafting (and revisiting periodically) a written document that articulates the core beliefs of the charitable nonprofit can be useful for practical as well as ethical reasons: Having a code helps attract talented employees, recruit board members, retain donors, and of course ensure that all transactions are aligned with the values of the organization. Many organizations post their statement of values/code on their websites to be fully transparent and to demonstrate their organization's commitment to accountability. - See more at: http://www.councilofnonprofits.org/reso ... jacrM.dpuf

Conflict of Interest (From nonprofit council)

A policy governing conflicts of interests is perhaps the most important policy a nonprofit board can adopt. To have the most impact, the policy should be in writing and the board (and staff) should review the policy regularly. Often people are unaware that their activities or personal interests are in conflict with the best interests of the nonprofit so a goal for many organizations is to simply raise awareness, encourage disclosure and discussion of anything that MAY be a conflict, and constantly encourage a culture of candor. Many charitable nonprofits make it a regular practice to take time at a board meeting at least once a year to discuss the types of hypothetical situations that could result in a conflict of interest, and then discuss how the board would manage that potential conflict, role-playing so that when a real conflict arises the board will be ready to handle it effortlessly.

What should a conflict of interest policy include?

A conflict of interest policy should (a) require those with a conflict (or who think they may have a conflict) to disclose the conflict/potential conflict, and (b) prohibit interested board members from voting on any matter in which there is a conflict. Beyond including those two basic directives, each nonprofit needs to determine how the board will manage the conflict. Keep in mind that the IRS Form 990 asks not only about whether the nonprofit has a written conflict of interest policy, but also about the process that the nonprofit uses to manage conflicts, as well as how the nonprofit determines whether board members have a conflict of interest.

Tips
"Minutes of board meetings should reflect when a board member discloses that s/he has a conflict of interests and how the conflict was managed, such as that there was a discussion on the matter without the board member in the room, and that a vote was taken but that the interested board member abstained (board members with a conflict are interested board members without a conflict are disinterested).
"Many nonprofits circulate a questionnaire each year to find out whether any board member (or staff member) has a conflict of interest. Typically the questionnaire asks board and staff members to disclose existing conflicts
- See more at: http://www.councilofnonprofits.org/conf ... Xz7zj.dpuf

This is an example that is suggested by the National Council on Nonprofits. We are a nonprofit. If anything should change, it should be in this area - ethics and conflict of interest.

http://www.mtnonprofit.org/uploadedFile ... tement.pdf

Please consider reviewing these:

http://www.990help.com/SampleConflictof ... Policy.htm

http://www.990help.com/SampleWhistleblowerPolicy.htm

E_Page wrote:These bylaw changes fundamentally restructure CLSA from an organization that is designed to respond to the needs of its members to one that dictates the needs of the organization to its members and governs the members according to those needs. Like it, swear your loyalty, or get out.

It seems pretty drastic to overhaul the nature of the organization as a reaction to a few "rogue" members and the possibility of a chapter going rogue.

Is there a BOD meeting before the ballots are due?

Over the decade or more I have seen a trend of "minor" adjustments to rules/laws by both govt and quasi govt agencies/orgs subtly giving the BOD's more power and removing safeguards and reducing equality of it's members/citizens.
I have become very skeptical of any changes requested by those in power.

We have too many cases today of the wolves guarding the hen houses.

I voted no on a few. Most seemed like reasonable changes to me. But they're limited to what we were given to vote on; the vote doesn't address all the matters Mike Pallamary raises.

We can take our membership dollars and go home.

I'm glad Mr. Schenk brought this up. Thanks Mr. Schenk. The whole thing sounded Draconian to me.

After reading the proposed changes, I couldn't help but be reminded of Dr. Seuss' Wickersham Brothers. Did you hear that?

Have a look at the following link to see what I mean:

http://www.youtube.com/watch?v=KSxtpKToA2o


And thanks Mr. Pallamary.

Does it seem to matter to you all that these revisions were developed by a committee of surveyors just like you all? And that these revisions were ratified by surveyors just like you, that were voted into their positions by chapter members just like you...or maybe by you? Recognize this and realize that your concerns could be better directed to the Board of Directors as one entity that ratified these revisions and not incorrectly misdirected at any one individual.

If you have issues with the suggested revisions, by all means vote for what you believe in. That's the purpose for why these were sent out to all members. Include a letter with your return envelope so the entire Board of Directors can hear your concerns in an appropriate and professional manner. These bylaws are for all members.

bylaws has a check mark to ratify all the changes with one stroke of the pen.

There should have been one to do the opposite in the same manner.

IMHO

there isn't anybody "just like me". And believe it or not, that is good.

Mr. Moore, Why all his talk in the proposed bylaw changes about kicking people out of CLSA? Where does that come from? Seems the bylaw revisions are hot on this topic. Why?

"You are the only one like you." -Fred Rogers

Ric, With all due respect, everyone knows who is proposing these changes and why they are being proposed. The notion of directing one's concerns to the Board is futile given all the censorship that goes on.

Mr. Moore, Why all his talk in the proposed bylaw changes about kicking people out of CLSA? Where does that come from? Seems the bylaw revisions are hot on this topic. Why?

Clark, I try and attend at least two BoD meetings a year, sometimes more, and usually when I'm invited to or there's some topic related to what's occurring at BPELSG. So, there are definitely some meetings where this was discussed and I wasn't present, nor was I present when the Bylaws Committee met to hash out any of the proposed revisions.

I do recall...I believe more than two years ago...attending a BoD meeting where bylaws were being discussed and at that time (and several other times since), it was mentioned "well, let's see what the Bylaws Committee brings back to us after this discussion" or something to that effect. My recollection is that these early discussions that originally prompted the committee to consider / recommend revisions were primarily the result of discussions on the topics associated with the misunderstandings and miscommunications about "Chapter Representative" vs. "Director" and not about "...kicking people of CLSA..."

I recall much confusion on the part of quite a few people (myself included, but I never served the role of Representative or Director) which led to recognition that the bylaws might not address the thinking central to these discussions.

Since this process moved very slowly this time through the years and considered by not just the current Directors but many others that have termed out, I am not surprised that other issues that came up during that time were also addressed or at least attempted to be addressed by the Committee and the BoD as a whole while the bylaws were open for revision.

The point I was trying to make was that the actions that the membership is being asked to vote on originated from BoD discussions and a charge tasked to the Bylaws Committee by the BoD, and voted on through multiple meetings by at least 60-75 (guessing here based on replacement and/or alternate directors over the last few years) different licensed land surveyors serving as "Directors" and/or Committee Members. The Committee can only come forward with recommendations for the BoD to consider and vote on. What you (and everyone else) have in front of you is result of those efforts as approved by the BoD.

I'm not sure which chapter you belong to but your questions, concerns, etc. are just as valid as any other member. My advice would be to ask one of the Directors from your chapter about the reasons behind some of these proposed revisions. In my opinion, the Directors are the ones best, and most responsible, for being able to communicate the reasoning behind this proposal. That's who I direct my questions to at my chapter.

Bruce,

there isn't anybody "just like me". And believe it or not, that is good.

in some ways, I'm sure it is and in other ways, I'm sure it isn't. :)

Mike,

Ric, With all due respect, everyone knows who is proposing these changes and why they are being proposed. The notion of directing one's concerns to the Board is futile given all the censorship that goes on.

With all due respect back at you, I have personally observed some of these discussions (see above) and asked questions to my chapter directors, and I have no problem understanding who had the discussions on bylaws and knowing that if the 60-75 some odd licensed land surveyors, representing the 22 chapters as Directors and I don't know how many committee members, didn't want these revisions then they wouldn't have issued recommendations and an approval like they did. The Committee made their best effort and the BoD made their best decision and now it is up to the membership to ratify. If you, I, Clark, Evan, etc. don't agree with any or all of the proposed revisions, we have the ability and responsibility to vote as we see fit.