November 19th, 2017 was the South Bay Spot’s Annual Meeting. While it was an official board meeting, it was also a way for the membership to come together with the board, ask questions, and discuss some vital issues now facing the South Bay Spot. We thank everyone who attended the meeting.
We started with introductions from the five board members, and calling quorum of the board. We then moved on to the issue of the board re-electing itself, since per the bylaws, without the board voting itself back in, we would be stuck with no board. However, the board made a public statement (again) that it was re-electing itself with the understanding that the membership would give input and counsel about the next full-term board at the December 10th meeting; at which time, all current board members are willing to step down.
The directors of the board then each gave a brief statement. The President explained to those present that we are interested in getting more input from the membership. The Vice-President agreed with the President and had nothing else to report. The Secretary announced that we currently have 234 members. The Treasurer reported our available funds are currently at about $12,000; however, with the corporation having never filed taxes, we may be facing unknown penalties from the IRS. The Community Outreach Coordinator reported posts are going out regularly, and the SBS profile is being checked frequently.
The meeting then moved on to the issue of hiring a lawyer to help us rewrite our bylaws. After some discussion, it was decided by a majority of those present that money would be budgeted towards hiring a lawyer to help us rewrite our bylaws. The bylaws would include the kinds of measures the membership wants to see — but with an attorney’s help, we would avoid conflicting with California Code.
The group then moved on to the topic of the December 10th meeting, and how that meeting would be run; specifically, how the new board would be chosen. It was decided by a majority of those present that the board will present whom they think the best candidates are. The membership will vote to ratify, one by one. If the selection is not ratified by the membership, then the board will select another choice, and so on. Except for Isaac, all the current board members share a willingness to continue on; however, if any of them do not meet ratification majority, then that person will step down, and the remaining board will vote in the appropriate person.
The attendees then heard from the Bylaw Committee. A brief introduction was given on how the committee worked, how much (A LOT), and conclusions they were able to reach. Several issues were discussed and voted on, one at a time, to change the bylaws:
The following three sections of the bylaws were changed.
1. Article 11, Section 1 discusses when the board can change the bylaws. It was modified to remove the words “at the annual meeting.” In effect, this will give the board the chance to change or have an attorney rewrite the bylaws. When new bylaws are adopted, they will include wording to once again make them changeable only at an annual meeting.
2. Article 6, Section 6 discusses who can access the SBS membership books. It was modified to strike the words “or member.” In effect, this removed the specific right granted by the bylaws for a member to have access to confidential information of the membership.
3. Article 7, Section 3 discusses how special meetings can be called. It was changed to specify that “Any special meeting of the members is to be held in Santa Clara county. Any special meeting scheduled for a regular weekday, not a holiday, must not start before 6:30pm nor after 8pm. Any special meeting scheduled for a weekend day (not a holiday), must not start before 1pm, nor after 7pm.
Any special meeting must declare the purpose of the meeting no less than 10-days before the meeting is held.”
The following issues were voted on in spirit; however no specific changes in wording were made to the bylaws at this time.
4. A vote was carried to specify within the bylaws where the principal office of the corporation should be; however, the issue of wording shall be decided at a later time, probably by a lawyer.
5. A vote was carried to specify within the bylaws a method by which the membership will have the ability to remove a director from the board; however, the issue of wording shall be decided at a later time, probably by a lawyer.
6. A vote was carried to specify within the bylaws the method of appointing new directors, whereby the board would be required to follow certain modes of transparency — including minimum time limits on announcing vacancies on the board, and declaring who the candidates are before the board takes a vote. This will allow for membership input about new directors; however, the issue of wording shall be decided at a later time, probably by a lawyer.
Those present also voted in spirit that confidentiality of the membership should take priority over the membership having control over the board. As California Code seems to grant more access to confidential information along with more control, it was decided that as a general policy, the board should retain more control, and negate permissibility of a member demanding the confidential information of other members.
There were no further questions asked about the bylaws. The board then voted on, and passed, the suggested changes.
After that, some discussion took place about both the future of the board and the South Bay Spot. Currently, there are three board members working on the search for a new dungeon location. Unfortunately, with other matters taking up time and effort — i.e., the lawsuit, the tax paperwork (both state and federal), lifting SBS out of suspension, trying to avoid penalties, and getting all our documents safe and organized — the search for a new location has not been the board’s top priority. We are hoping to run more orientations, and hopefully a fundraiser or two, in the near future.
Meanwhile, we are now gearing up for the meeting on December 10th. We know at least one officer will be leaving the board: our Treasurer. We’ve heard from someone, a CPA, who has stated they’re willing to step up and fill Isaac’s shoes, for which we are very thankful.
In the coming days and weeks, we will be putting out more information about what the board is doing, any events we’re planning (like more orientations!), and more information about the meeting on December 10th — including how to announce if anyone is interested in filling a board position.
As always, we thank you for your continued support, trust, and guidance. We look forward to hearing from you.
The South Bay Spot