VEGETARIAN NETWORK OF AUSTIN
PROPOSED CHANGES TO BYLAWS
SEPTEMBER 2009
All changes are highlighted in red
Change to: Article 4, Section 2
original:
4.02. Levels of Membership. VNA shall have four levels of membership. The designations and qualifications of these levels shall be as follows:
A. Family membership: A family unit consisting of domestic partners and child (ren), who as a unit pay 100% of the annual dues.
B. Individual membership: Any one person who pays 80% of the annual dues.
C. Senior membership: Any person over the age of 60 who pays 60% of the annual dues.
D. Student membership: Any person pursuing a degree at an accredited High School, college or university, who pays 60% of the annual dues.
Family membership, individual membership, senior membership, and student membership, will have one vote each.
new:
4.02. Levels of Membership. VNA shall have five levels of membership. The designations and qualifications of these levels shall be as follows:
A. Family membership: A family unit consisting of one or two parents and their child(ren),
or consisting of two domestic partners.
B. Individual membership: Any one person.
C. Senior membership: Any one person over the age of 60.
D. Student membership: Any one person pursuing a degree at an accredited High School, college or university.
E. Organization/Business membership: a membership held by a company, business or non-profit organization. The organization or business must designate one person who will solely represent them within the VNA.
Organization/Business membership, individual membership, senior membership, and student membership will have one vote each. The family membership will have one vote per adult, but no more than two votes total.
A special low-income or hardship membership rate may be offered to a current or potential member of the VNA at the discretion of the Executive Board.
Change to: Article 4, Section 2
original:
4.04. Corporate Membership Meetings. Two regular corporate meetings of the general membership shall be held each year in Austin, Texas, one in September for the purpose of electing officers and one in April to approve the budget for the following fiscal year. The time and place of these meetings shall be set by the Executive Board and announced at least one month in advance. Special corporate membership meetings may be called by the President, by the Executive Board, or by one-tenth of the members. Written notice of any special meeting shall be given from 10 to 50 days in advance and shall state the place, date, time, and purpose of the special meeting. The attendance of a member at any meeting shall constitute a waiver of notice of such meeting, except when a member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
new:
4.04. Corporate Membership Meetings. Two regular corporate meetings of the general membership shall be held each year in Austin, Texas, one in March for the purpose of electing officers and one in October to approve the budget for the following fiscal year. The time and place of these meetings shall be set by the Executive Board and announced at least one month in advance. Special corporate membership meetings may be called by the Chairperson, by the Executive Board, or by one-tenth of the members. Written notice of any special meeting shall be given from 10 to 50 days in advance and shall state the place, date, time, and purpose of the special meeting. The attendance of a member at any meeting shall constitute a waiver of notice of such meeting, except when a member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
Change to: Article 5, Section 1
original:
5.01. Number and Composition. The affairs of VNA shall be administered by the Executive Board. The Executive Board shall be composed of five voting members. The voting members shall be those persons elected to the offices of President, Vice-President, Secretary, Treasurer, and Newsletter Editor. The number of voting positions on the Executive Board may be increased or decreased by amendment to these Bylaws. All members of the Executive Board must be either vegan or lacto-ovo vegetarians.
new:
5.01. Number and Composition. The affairs of VNA shall be administered by the Executive Board. The Executive Board shall be composed of five voting members. The voting members shall be those persons elected to the offices of Chairperson, Event Director, Secretary, Treasurer, and Communications Director. The number of voting positions on the Executive Board may be increased or decreased by amendment to these Bylaws.
Change to: Article 6, Section 2
original:
6.02. Election and Tenure. The officers shall be elected by a majority vote of the members present at the annual corporate membership meeting in September. Officers shall be elected for one year, shall serve no more than two consecutive years in that office, and shall serve no more than four consecutive years on the Executive Board. Except for the offices of President and Secretary, any office may be shared by two or more persons. In the event of a shared office, the office shall be entitled to one vote only on the Executive Board.
new:
6.02. Election and Tenure. The officers shall be elected by a majority vote of the members present at the annual corporate membership meeting in March. Officers shall be elected for one year. There shall be no term limits for how long an officer can serve on the Executive Board, except no person shall serve more than two consecutive years in the office of Chairperson. The Chairperson is exempt from this limit if at least one board member has been in office for less than a year at the time of the March election, or if there is another nominee for the office of Chairperson at the March election, in which case the current Chairperson may run for an additional term in the same office. No person may run for more than one office at an election. Except for the offices of Chairperson and Secretary, any office may be shared by two or more persons. In the event of a shared office, the office shall be entitled to one vote only on the Executive Board.
Change to: Article 6, Section 3
original:
6.03. Nominations. The Nominating Committee shall present a slate of officers at the September corporate meeting. Nominations from the floor may be accepted at the corporate meeting. No nominations may be made without the consent of the nominee.
new:
6.03. Nominations. The Executive Board shall solicit nominees for new officers starting at the January board meeting. Nominations from the floor may be accepted at the corporate meeting. No nominations may be made without the consent of the nominee.
Change to: Article 6, Section 4
original:
6.04. Voting. Voting shall be by a show of hands of members in attendance, and the results shall be announced immediately by the Parliamentarian. When there is more than one candidate for an office, the election for that contested office shall be by ballot. The ballots shall be counted by the Secretary and the Parliamentarian and announced immediately.
new:
6.04. Voting. Voting shall be by secret ballot of members in attendance, and the results shall be counted by the Secretary.
Change to: Article 6, Section 5
original:
6.05. Term. Term of office shall be from 1 January through 31 December. Officers duly elected at the September corporate membership meeting shall constitute the Executive Board and shall resume their responsibilities effective 1 March. Newly elected Executive Board members are required to attend all Executive Board meetings held during October, November and December, prior to assuming their official responsibilities on 1 January.
new:
6.05. Term. Term of office shall be from 1 April through 31 March. Officers duly elected at the March corporate membership meeting shall constitute the Executive Board and shall resume their responsibilities effective 1 April. All new and outgoing Executive Board members are required to attend the Executive Board meeting held in April.
Change to: Article 6, Section 7
original:
6.07. Vacancies. Offices left vacant due to resignations or other reasons before the close of the term of office shall be filled as follows:
A. If a vacancy occurs during March, April or May, nominations by the Nominating committee shall be presented and nominations from the floor accepted at a special corporate membership meeting, which must be held within 50 days of the occurrence of the vacancy. An officer so elected may be elected to serve one additional full term.
B. If a vacancy occurs during the second half of the election year, the vacancy will be filled by appointment by the Executive Board. An officer so appointed may be elected to serve two additional full terms.
new:
6.07. Vacancies. Offices left vacant due to resignations or other reasons before the close of the term of office shall be filled as follows:
A. If a vacancy occurs after the election in March, or in April or May, nominations will be solicited by the Executive Board and accepted at a special corporate membership meeting, which must be held within 50 days of the occurrence of the vacancy.
B. If a vacancy occurs after May but before the March election, the vacancy will be filled at the discretion of the Executive Board.
Change to: Article 6, Section 8
original:
6.08. Assistants. Any officer except the President and Secretary, may appoint a VNA member as an assistant as the officer deems necessary in order to carry out the responsibility of the office. The appointed assistant serves only for the term of the elected officer.
new:
6.08. Assistants. Any officer may appoint a VNA member as an assistant as the officer deems necessary in order to carry out the responsibility of the office. The appointed assistant serves only for the term of the elected officer.
Change to: Article 6, Section 9
original:
6.09. President. The President shall conduct corporate membership and Executive Board meetings. The President shall call special meetings of the membership if required, shall serve as a liaison with other organizations, shall approve and endorse all requests for check and reimbursement forms for approved budget items, shall have authority to sign checks, and shall be bonded. The President shall perform other duties as outlined in VNA policies and procedures.
new:
6.09. Chairperson. The Chairperson shall be the facilitator and mediator of the Executive Board at all corporate membership and Executive Board meetings. The Chairperson shall call special meetings of the membership if required, shall serve as a liaison with other organizations, shall approve and endorse all requests for check and reimbursement forms for approved budget items, shall have authority to sign checks, and shall be bonded. The Chairperson shall perform other duties as outlined in VNA policies and procedures.
Change to: Article 6, Section 10
original:
6.10. Vice-President. The Vice-President shall conduct all meetings in the event of the President’s inability or refusal to act. In the event of vacancy in the office of the President, the Vice-President shall serve as President Pro Tempore until a replacement is duly elected. The Vice-President shall perform other duties as outlined in VNA policies and procedures.
new:
6.09. Event Director. The Event Director shall plan, schedule and manage the meetings and events conducted by the VNA, including potluck dinners, restaurant visits, public events such as Earth Day, and the LSVN Chili Cook-Off. These duties shall include making arrangements with the venue for a VNA event to help them prepare, such as tracking RSVPs that are submitted for the event. The Event Director shall perform other duties as outlined in VNA policies and procedures. The Event Director shall be bonded.
Change to: Article 6, Section 11
original:
6.11. Secretary. The Secretary shall take minutes of all corporate membership, special, or Executive Board meetings. The Secretary shall keep minutes of all meetings and shall post copy of minutes of previous meeting at the following meeting, she shall read minutes for corrections and/or approval. The Secretary shall assist the Parliamentarian in counting ballots for any contested position in a general election. The Secretary shall maintain a file of VNA correspondence; she shall conduct general correspondence which does not relate specifically to an activity or responsibility being carried out by another member, officer, or committee chair; she shall regularly collect and distribute the mail from the VNA post office box. The Secretary shall perform other duties as outlined in VNA policies and procedures.
new:
6.11. Secretary. The Secretary shall take minutes of all corporate membership, special, or Executive Board meetings. The Secretary shall keep minutes of all meetings and shall post copy of minutes of previous meeting at the following meeting, shall read minutes for corrections and/or approval. The Secretary shall count ballots for any contested position in a general election. The Secretary, in conjunction with the Communications Director, shall facilitate and mediate all meetings where the Chairperson is not in attendance. The Secretary shall be the chairperson of the Membership Committee. The Secretary shall be bonded. The Secretary shall perform other duties as outlined in VNA policies and procedures.
Change to: Article 6, Section 13
original:
6.13. Newsletter Editor. The Newsletter Editor shall perform such duties as may be determined by the members from time to time and as outlined in VNA policies and procedures.
new:
6.11. Communications Director. The Communications Director shall manage the VNA's presence within the media and online. This includes the design and maintenance of the website, publishing and distribution of the newsletter, and sending out press releases to the media. The Communications Director will also manage all accounts, services and identities the VNA uses online, including but not limited to Yahoo! Groups, Meetup.com, RecipeZaar, Facebook and Twitter. The Communications Director shall maintain communications between the VNA and other vegetarian, animal rights and environmental groups. The Communications Director shall maintain a file of VNA correspondence; shall conduct general correspondence which does not relate specifically to an activity or responsibility being carried out by another member, officer, or committee chair; she shall regularly collect and distribute the mail from the VNA post office box. The Communications Director, in conjunction with the Secretary, shall facilitate and mediate all meetings where the Chairperson is not in attendance.The Communications Director shall be bonded. The Communications Director shall perform other duties as outlined in\ VNA policies and procedures.
Change to: Article 8, Section 3
original:
8.03. Budget and Expenditures. The Executive Board, assisted by Standing Committee chairs, shall prepare an annual line-item budget, which shall be published and distributed to the members prior to the April corporate membership meeting, at which time the budget must be approved by the members. The Executive Board shall have the authority to revise the amount of any budget line- item without membership approval if it determines that such a revision is in the best interest of VNA. Any such revision over $250 shall be published and distributed to the members.
new:
8.03. Budget and Expenditures. The Executive Board, assisted by Standing Committee chairs, shall prepare an annual budget, which shall be published and distributed to the members at the October corporate membership meeting, at which time the budget must be approved by the members. The Executive Board shall have the authority to revise the amount of any budget without membership approval if it determines that such a revision is in the best interest of VNA. Any such revision over $250 shall be published and distributed to the members.
Change to: Article 8, Section 4
original:
8.04. Authority to Sign Checks. The Treasurer shall have authority to sign checks in amounts less than $500. For payments of items of $500 or more, the President must co-sign the checks.
new:
8.04. Authority to Sign Checks. The Treasurer shall have authority to sign checks in amounts less than $750. For payments of items of $750 or more, the Chairperson must co-sign the checks.
Change to: Article 8, Section 6
original:
8.06. Fiscal Year. The fiscal year of VNA shall be 1 April through 31 March.
new:
8.06. Fiscal Year. The fiscal year of VNA shall be 1 January through 31 December.
New Section: Article 8, Section 8
6.09. All events conducted by the Vegetarian Network of Austin will be vegetarian, meaning no meat products served, produced, consumed or otherwise involved. Additionally, the regular monthly potluck gatherings (and any additional potluck dinners, lunches or picnics) shall be vegan, meaning no animal products of any kind. This is in accordance with the requirements of the Vegetarian Network of Austin's membership within the Lone Star Vegetarian Network.