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rtbain
September 24th, 2004, 04:39 PM
Since we will soon have a changing of the guard its probably a good time to review the structure of our chapter.

We are a social organization operating as a not for profit corporation recognized by the state of Texas and the IRS.

As such we enjoy certain tax advantages and personal protection for our officers. As long as the officers operate in good faith (in accordance with the articles of incorporation and the by-laws) they are immune from personal liability, a good thing.

We are required by IRS rules to have social events on occasion. In other words we have to throw a party now and then. **** shame, no?. There are also a few rules and regulations that go along with this status, itís the nature of the beast. What seems reasonable to the normal person may not fulfill the requirements set forth by our governing agencies.

Failure to follow these simples rules could result in our state and IRS not-for-profit certification being revoked. If this were to occur (highly unlikely) all income would be subject to corporate taxes rates. Additionally we would be liable for back corporation franchise tax fees.

The subject of Roberts Rules of Order is often raised. While Roberts Rules or Order is an outstanding method to run open, public meetings they do not lend themselves well to electronic media. As such our by-laws are written to allow electronic debate and voting, not to follow Roberts Rules of Order.

The by-laws can be changed by the membership at anytime with sufficient votes. The only caveat is that the changes can not be in conflict with IRS or state rules regarding the operation of a not for profit corporation.

As case in point would be to adopt Roberts Rules of Order as the structure for our meetings. This would not be a bad thing but understand Roberts is designed for public meetings and would negate electronic voting and debate.

My personal opinion is that electronic voting and debate allows more members to have input to the decision making process of the club. In my mind these attributes override any positive aspects Roberts brings. Member involvement is what its all about.

I hope now one takes offense with this post. Its only purpose was to explain the reason the club was set up the way it was and to remind everyone of its rules of conduct.

The link below provides access to our articles of incorporation and bylaws.

Articles of Incorporation
http://www.tsba.org/houston/rules/tsba_houston_incorporation.html


By-Laws
http://www.tsba.org/houston/rules/tsba_houston_bylaws_ver_42.html

claudenolen
September 24th, 2004, 05:29 PM
Randy, you're a braver man than I! That third paragraph in the letter you get from the IRS granting Federal tax exemption is pretty clear. You change anything in the bylaws, you gotta let them know. The idea of having any extra contact with the IRS than is absolutely necessary scares the poop out of me.

That's not to say I wouldn't make changes to the bylaws. As much as we enjoy flaunting our twelve (yes, twelve) officer positions to Gary Stoops ;) , I think I would combine them into three positions. I also prefer a more plain-language version of some paragraphs (the jargon about Indemnification comes to mind). There are lots of paragraphs that could be combined, such as "Proxies" and "Voting by Mail" (why not combine them into one called "Voting"?). Then there are the countless little executive decision type changes that I would make. Like, the part that allows the membership to pay officers "a fixed sum and expenses of attendance." Just say "no" to that freshizzle.

I'm considering founding a chapter of the Classic Japanese Motorcycle Club (which is headquartered out of Northern California). This may be something I do once my wife and I move out of Texas in a few years, however. One day when I had alot of time on my hands (which is pretty much every day), I morphed the entire set of bylaws into something I would want to use for a new club. It turned out to be about half as large.

BTW, thanks for getting that shirt out to my buddy in Kansas. -cb

CalamariKid
September 24th, 2004, 05:54 PM
Thanks for the education Randy!

WFO
September 24th, 2004, 06:54 PM
One needs to eat a pound of cheese and post these by-laws and articles in the bathroom to understand them!

needforspeed2
September 24th, 2004, 09:17 PM
Originally posted by C.B. Nolen:
As much as we enjoy flaunting our twelve (yes, twelve) officer positions to Gary Stoops ;) Why'se everyone wanna pick on Gary ? :D

rtbain
September 25th, 2004, 04:52 AM
Originally posted by C.B. Nolen:
Randy, you're a braver man than I! That third paragraph in the letter you get from the IRS granting Federal tax exemption is pretty clear. You change anything in the bylaws, you gotta let them know. The idea of having any extra contact with the IRS than is absolutely necessary scares the poop out of me.

That's not to say I wouldn't make changes to the bylaws. As much as we enjoy flaunting our twelve (yes, twelve) officer positions to Gary Stoops ;) , I think I would combine them into three positions. I also prefer a more plain-language version of some paragraphs (the jargon about Indemnification comes to mind). There are lots of paragraphs that could be combined, such as "Proxies" and "Voting by Mail" (why not combine them into one called "Voting"?). Then there are the countless little executive decision type changes that I would make. Like, the part that allows the membership to pay officers "a fixed sum and expenses of attendance." Just say "no" to that freshizzle.

I'm considering founding a chapter of the Classic Japanese Motorcycle Club (which is headquartered out of Northern California). This may be something I do once my wife and I move out of Texas in a few years, however. One day when I had a lot of time on my hands (which is pretty much every day), I morphed the entire set of bylaws into something I would want to use for a new club. It turned out to be about half as large.

BTW, thanks for getting that shirt out to my buddy in Kansas. -cb Braver? I think not as bright would be a better description. smile.gif

I think you would have to have been the person who jumped through all the hoops to understand the complexity of making changes. Everyone else seems to think its no big deal. Those that have navigated that maze don't want to ever do it again.

But I digress. Itís important to understand the rules under which we operate. As new officers come in and questions about the rules under which we operate arise, itís a good idea to remind everyone how the cow ate the cabbage. If the rules are not followed fairly severe consequences can result.

Brad, I realize the wording is cumbersome. Since Houston was the guinea pig for the process I copied and pasted the IRS suggested wording into our articles of incorporation and by-laws to assure success.

Other chapters have simplified the wording and were granted IRS and state certification. To put it simply this dumb *** electrician did the best he could to incorporate the club under a structure that is difficult to understand. We could not afford a lawyer so I went with the tried and true route. As with the first of anything there were mistakes made, but it got done.

As with anything you get what you pay for. smile.gif

rtbain
September 25th, 2004, 04:53 AM
Originally posted by Lance Reynolds:
</font><blockquote>quote:</font><hr />Originally posted by C.B. Nolen:
As much as we enjoy flaunting our twelve (yes, twelve) officer positions to Gary Stoops ;) Why'se everyone wanna pick on Gary ? :D </font>[/QUOTE]Because its fun? smile.gif

Inlaw1
September 25th, 2004, 08:49 AM
Originally posted by Lance Reynolds:
Why'se everyone wanna pick on Gary ? :D :D It's either one of two reasons:

1. Have a natural bullseye on my back! redface.gif

Or

2. They love me!! :D

Hmmm, I wonder which....... smile.gif :eek:

claudenolen
September 25th, 2004, 01:57 PM
Originally posted by Randy Bain:
I copied and pasted the IRS suggested wording into our articles of incorporation and by-laws to assure success....To put it simply this dumb *** electrician... Nay, good sir Geek. I think it was brilliant.

Gary, the answer is #2. :D But, I still stand by the dozen officer positions I invented for our bylaws. At the time I drafted them I had a copy of the Harley-Davidson "how to start a HOG chapter" manual, and some of the positions came out of there; such as Photographer, Historian and Sergeant at Arms (which we will probably define as the main chapter membership recruiter). If we were a big organization, like a HOG chapter (even small HOG chapters have over a hundred members), we would need the twelve officers. But, I've discovered over the past year that a group of our size only has about 3.5 people willing to serve as an officer, so that's probably the optimal number of positions for us. For our upcoming elections, I will make a motion to "temporarily" (so as to avoid a bylaws change) combine some of the positions. I'm thinking we could get it down to six or seven positions, with about three of them being "critical." That Harley manual was also where I lifted some of the plain-language liability paragraphs that I incorporated in our bylaws. We have a paragraph toward the end called "policy of release from reliability". In a nut-shell, it states that by accepting membership, you agree to not sue any of us. I cross-referenced this in the qualifications for membership (paragraph 9). I'm not sure if any of the other chapters' bylaws have anything like this. If anyone is interested, I'm willing to share. -cb