ETRC President situation

[imsqueak]

Sorry this is so long, but it's better than posting links to the by-laws and constitution for you to hunt through to find the appropriate info.


It was brought up at the last meeting that Matt/Fishboy42 actually has a financial interest in a business which seems to conflict with our by-laws and him being President of the club:
Section 5 - Commercial Members shall consist of those individuals holding a financial interest in any phase of the Aquarium or Tropical Fish sales, being either fresh or salt water. Commercial members may not hold office. Commercial members may vote. Commercial members may not solicit at the General Meetings, or at any other Club sponsored functions.

There is a method/process that could be considered:
Amendments to the Bylaws
Section 1 - All proposed amendments to the By-laws must be in writing and must list the Article and Section that is to be amended. All proposed amendments must be signed by three (3) active members and presented to the Board of Directors for consideration. If approved by the Board of Directors, the proposed amendment shall be submitted for a general vote.
Section 2 - A two-thirds (2/3) majority of participating, voting members (to be determined by the board) present or online shall be required to pass these changes.
Section 3 - All proposed changes will be published on the ETRC website previous to the meeting at which action is to be taken.

And there is another avenue we might be able to take but it doesn’t seem to have been written to address our situation:
Section 3 - The Board of Directors shall have the power to fill all vacancies occurring within its ranks during the Fiscal Year, in accordance with article VIII, section 7, of the Constitution.
Section 7 (of the constitution) - In the event of the death, resignation or removal of a board member, the president at his/her discretion may propose a successor to be voted upon by the board to fill the unexpired term.

So, all that said we should mention that when the by-laws were set up, the intention was to prevent LFS owners and people with storefronts from using their position on the board as a venue to promote their store. Not that any really would, but it was probably better to err on the safe side since there is no way of knowing who would open a store in the future.

Do you think we should:
-Amend the bylaws to reflect Commercial Members shall consist of those individuals holding a financial interest in a retail store open to the public which sells Aquarium or Tropical Fish (or something like that~suggestions welcome)?

-Assume that since the president is the position possibly vacated the VP would be the default to propose a successor?

-Any other suggestions are welcomed.

 

[ct_vol]

I'm not sure that we should ammend the bylaws as much as overlook Matt's commercial interest... We elected him knowing of his business venture... And its not as if he's using the club or will use the club to promote that venture either... A point was brought up at the meeting, that many of us sell frags to each other and thus have a commercial interest in the club... Granted Matt's situation is on a lot larger scale, but he doesn't post threads before every meeting listing which clowns he has available like other members do with their frags... Nor does he have a link posted on our club's website to buy his clowns... I think we have to make an exception trusting Matt's character that he'll seperate the club's best interests and his business' best interest... I believe he was a member of the club before he started the business??? Or at least before it grew to this scale... Or perhaps now that this bylaw has been brought to focus, we should have another vote whether or not to keep Matt as president... Just so you all know I'm in favor of keeping Matt... I think thats a long enough reply...

 

[imsqueak]

I'm personally in favor of keeping Matt as pres too but we can not just overlook the club's by-laws. Also, Matt, or his dad, did say that they want to sponsor ETRC so they will soon have a link on our site as a sponsor.

Trust me, lots of thought and some discussion was had before my post about this. By-laws are by-laws so the club has to address the issue and come into conformity one way or another.

 

[ct_vol]

Well, I'm glad I'm just one voice and don't have to make all these decisions... lol :rollface:

 

[hawkeye31657]

i think we should keep matt he will make a good pres and i dont think he will let his bussness come over the job we have for him

 

[cee]

What is Matt's present membership status? Commercial, individual, or family member? I'm betting the latter, which in and of itsself is another issue to contend with if we're seeking strict adherence. I believe the status of "commercial" member requires some clarification, as I believe the defination in the bylaws apply to many members of ETRC, as many people sell frags and therefore have a financial interest. I think you'd be hard pressed to find a member who objects to Matt being president, but also believe the bylaw Section excluding commercial members from holding office should remain intact with a more in-depth explanation of what constitutes a "commercial" interest. Just my $0.02.

Dave

 

[Runner]

Heck, I've had Matt's business on the cover of our website for a while.

I agree with Dave that we should make an ammendment to more narrowly define what a business is -- such as local or online distributer. An officer ban on a breeder like Matt or our frag-raisers doesn't not seem to meet the intent of the law while it seems to match the letter.

Perhaps one day Matt's business may make him ineligible for the position. But for now we can tighten up the definition commercial interest and/or add an informed consent or disclosure statement.

 

[gflat65]

FWIW, I tend to think of this issue being defined as creating business for said venture through the club (as this could be taking advantage of the club or using the club as a potential profit machine). I don't think that is what Matt has done. We had a similar issue when we first started because a few elected people worked part time at a LFS. Redefining might be the easiest way around it, as they were not pushing agenda for the LFS through the club. I think those bylaws may be more directed at the agenda of the person holding office. Just my two cents...

 

[imsqueak]

So it seems the few that have posted have agreed that we agree Matt's our favored choice for Pres. Could anyone give their proposed wording changes for all to consider? I took a stab at it. Would my wording seem sufficient to you?

I'm not sure by reading the by-laws that I can even submit a proposed amendment. Common sense says no, since I'd be voting on it as part of the BOD. Matt would probably abstain, since he's the one at issue. As the rules read, someone must present an amendment to the board so discussing the wording the club would like to change it to seems to be the next step.

This doesn't seem to be something the board can fix themselves, nor can I present something for consideration, the fix is left in the hands of the clubs members. We'd need the member(s) to submit an amendment request signed by 3 members of the club in order to take the next step.

 

[hawkeye31657]

It has come to our attention that no one in the club should have any commercial interest.
We are advising that we suspend this section of the by laws, for 1 year. After this year is up, we can then take this atricle up for consideration. we need 2 sign ons for the vote to apply
vote for this by law to take place;
1. Larry Roberts
2.
3

 

[AndynSarah]

I agree with larry on suspending the by-laws for a year, or could we just write in the by laws something to the effect to what kind of membership the person has, i.e. Matt having a personal membership as opposed to him having a commercial membership. IMO it is about the same as if I owned a fish store or had fish for sale and gave club members a discount shopping there. I would sign-on to the list but I am not an official member yet as I have not paid my dues, by next meeting I will be amember though.
Andy

 

[ct_vol]

At first I agreed with Larry, in that a suspension would be best... But after Dave suggested redefining commercial interest, I thought that to be a better resolution... Obviously a suspension would only be a temporary solution, where as redifining what a commercial interest is, is a permanent fix...

 

[philagothos]

I've paid my membership dues, but moved out of the area so I don't know if my opinion still counts or not, but here's my thoughts. A suspension should be very short term (1-2 months, 3 at most), but could be renewable if a more permanent solution is not reached. The ultimate goal should be to make the wording of the law match up with the intent of the law. If my opinions still count I would like to offer another ammendment similar to Larry's, but with a little modification:

In an effort to more clearly define our bylaws as they pertain to commercial (or potentially commercial) members and their ability to hold office, and because of our confidence in Matt Carberry, we suggest a suspension of the bylaws which might exclude him from office until September 16, 2006. During this time ETRC members are encouraged to dilligently consider and discuss more permanent proposals. This ammenment can be renewed in two month increments by the Board if a more permanent solution has not been reached. When a more permanent solution is reached this ammendment will become void.
1. Kevin Hodge
2.
3.


If my vote doesn't count because of moving away please feel free to delete my name and someone else can vote in my place. The goal of this ammendment is to bring the club in compliance with the bylaws for the short term and encourage progress towards a permanent fix. I could only wish the club here was organized enough to have this kind of a problem; the ETRC is a fantastic club and I miss the great meetings and fantastic members. I wish all of you all the best.

-Kevin

PS: Sorry for the long post, but I hope it helps.

 

[EvilMel]

Is absolutely nothing happening with this?

All we have to do is define what a commercial member is. This will cover more than just Matt. There are others in the club with wholesalers licences and still others who sell tons of frags. Seems like it would be best to just make an amendment refining what a commercial member is.

We have no meeting scheduled for August and no president?

 

[ct_vol]

I want to see IRS Tax Returns!!!!!!! That should define commercial interest!!! lol





Sorry, getting excited about elections... Everyone remember to vote in our primary tomorrow...

 

[TriMax]

Sorry for the length

Sorry for the length

I have done a little looking and have found these statements in applicable parts of other clubs bylaws.

1. Members shall not exploit RMRC meetings, events or facilities to promote their own commercial interests, where commercial interest shall be any activates undertaken with the primary purpose of making money. This restriction, however, shall not prevent members from participating in personal commercial activities, such as purchasing advertising in RMRC publications, provided such activities are also available to members and non-members.

2. Commercial Members shall consist of those individuals holding a financial interest in any phase of the Aquarium or Tropical Fish sales, being either fresh or salt water. Commercial members may not hold office, unless 2/3 voting members approve. Commercial members may vote. Commercial members may not solicit at the General Meetings, or at any other Club sponsored functions.

3. A member shall be considered commercial if s/he earns fifty percent (50%) or more of his/her income by working for a retail or wholesale establishment that sells tropical fish or equipment, or someone who owns such an establishment.
A. An applicant for Commercial Membership may submit an application form accompanied by dues to the Membership Chairman. Commercial members may not hold office or vote.
B. Commercial members may not solicit at the General Meetings.

Currently, in our bylaws, Article III Section 5 states the following:
Section 5 - Commercial Members shall consist of those individuals holding a financial interest in any phase of the Aquarium or Tropical Fish sales, being either fresh or salt water. Commercial members may not hold office. Commercial members may vote. Commercial members may not solicit at the General Meetings, or at any other Club sponsored functions.

I think defining “Commercial Members” will be very hard. But, the 50% method may work but would be hard to administer. We could just take the word of the individual or ask for proof if needed. It probably would come to that, however. It would eliminate the frag selling problem for almost all of us. So, I would like to delete the current definition and add “A member shall be considered a commercial member if that member earns fifty percent (50%) or more of his/her income by working for a retail or wholesale establishment that sells tropical fish or equipment, or someone who owns such an establishment or business.” I would also like to add to Section 5 “Commercial members may not hold office, unless 2/3 voting members approve.”

So, Section 5 would read:

Section 5 - A member shall be considered a commercial member if that member earns fifty percent (50%) or more of his/her income by working for a retail or wholesale establishment that sells marine or tropical fish or equipment, or someone who owns such an establishment or business. Commercial members may not hold office, unless 2/3 voting members approve. Commercial members may vote.

(Delete remainder of section 5 and move to a new section 10)

In an effort to discourage the actions that were feared at the establishment of the bylaws, but to allow members to sell a “no longer need tank or skimmer” or discuss frags that they are getting ready for a frag swap, I also purpose adding a Section 10 to Article III, which would read:

Section 10 - No member, Regular, Charter, Student, or Commercial shall solicit at ETRC meetings, events or facilities or otherwise promote their own commercial interests unless such promotion is an approved part of the meeting or event and is open to all meeting/event participants. A violation of this section will fall under Article IV “Discipline of Members.” Appropriate disciplinary action shall be administered to prevent any further exploitation of the club or club members by the president or appropriate designee.


Just my thoughts.

Eddie

 

[EvilMel]

Re: A member shall be considered a commercial member if that member earns fifty percent (50%) or more of his/her income by working for a retail or wholesale establishment that sells tropical fish or equipment, or someone who owns such an establishment or business. Commercial members may not hold office, unless 2/3 voting members approve.

Eddie I think that sounds awesome. It will work for the club in many ways. So...what now? You have proposed it as an amendment. Then I think two other non-board members have to second it (or something like that). Then I think the board votes on it?

Anyone else want to second it?

 

[RCS]

No member, Regular, Charter, Student, or Commercial shall solicit at ETRC meetings, events or facilities or otherwise promote their own commercial interests unless such promotion is an approved part of the meeting or event and is open to all meeting/event participants.

What about the club website? Could that be construed as an ETRC "event, facility or otherwise"?

 

[awcurl]

Sounds good to me lets vote. Eddie, Mel and Art as require are three active members so all that is now reqiured is for the board to consider it and present it for a membership vote.

 

[EvilMel]

Hey Art, I'm a board member remember. Do we need two people to second it or one?

Fred...shhhhh. Don't stir the pot. hah hah. It sounds to me like people can't use the club meetings to sell stuff as like a part of the meeting's agenda, but I don't think it's applying to what we currently do, which is bring each other frags and fish. I think it would be perfectly fine to do that. As long as no one starts making announcements at every meeting "hey, buy my stuff punks" I think it would be ok. But no one would do that anyways.