Articles of Incorporation and proxies

The WDA's Articles of Incorporation have been received. The report I heard is that proxies are not mentioned in the original Articles of Incorporation. The KCC statute contains the clause "Unless otherwise specified in the Articles of Incorporation..." proxies must be allowed.

This creates a problem. It is obviously the intention of the Membership that proxies should not be allowed. The only practical solution to this conflict is to dissolve the current corporation and re-incorporate with a clause in the Articles of Incorporation that excludes proxies. That would probably be in the $500 - $1,000 range for legal fees.

This is an issue that requires discussion. It affects our upcoming elections and the future of the organization.

No one is responsible for publishing changes to the bylaws

There is no one responsible for publishing bylaws. This responsibility should be assigned to the Secretary/Treasurer in ARTICLE IV EXECUTIVE COMMITTEE, Subsection SECRETARY/TREASURER:

There should be wording specifying a required time frame for publishing changes to the bylaws. Before the next regularly-scheduled meeting of the Board of Directors seems to be a reasonable deadline.

Add the following to at the end of the Subsection addressing the Secretary/Treasurers duties.

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“Shall maintain the bylaws of the corporation and publish (in writing) any changes to the bylaws by the next regularly scheduled meeting of the Board of Directors”.
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Bylaws should be in writing before they are enforced

ARTICLE VIII AMENDMENTS
Section 3 Effective Date

“All amendments to these By-Laws shall become effective at the commencement of the following competition schedule after ratification by the General Membership.”

There should be a requirement that the Bylaws be published before they become effective. Bylaws deal with organizational issues. Tying the effective date to the start of a competition schedule makes no sense. Bylaws should become effective as soon as they are published to the Board of Directors. Drop the words "at the commencement of the following competition schedule" from this bylaw.

At the end of the sentence add the words: “and publication (in writing) by the Secretary to the Board of Directors”.

This section would then read as follows:

“All amendments to these By-Laws shall become effective after ratification by the General Membership and publication (in writing) by the Secretary to the Board of Directors.”

Conflict in Terms of Office

ARTICLE V GENERAL MEMBERSHIP MEETINGS
Section 9 Elections

The only problem in this section is the following

“All terms of office will be from March to March”.

Changing the wording to “March to February” would probably accomplish the intent of this Bylaw.

This is in conflict with other bylaws that specify officers “should be elected annually” and bylaws that specify an officer is elected until they resign or are removed from office.

The Association needs to decide their intent.

Quorums and Voting Rights

ARTICLE V GENERAL MEMBERSHIP MEETINGS
Section 5 Action of Members For Voting Purposes

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“Members entitled to vote and in good standing on the day twenty (20) days prior to any meeting of the members shall be entitled to vote at such meeting. Such vote may be by voice or by ballot. A quorum for General Membership meetings shall consist of 51% of the active members. An active member is defined as a current league player, a member of the Board of Directors, or Executive Committee member”.

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Take out the qualifying phrase and the first sentence reads: “Members entitled to vote…shall be entitled to vote…”, which doesn’t seem to shed any new light on the subject of who is entitled to vote.

This section should define the entitlement of members to vote. Drop the first “entitled to vote" and it becomes:

“Members in good standing on the day twenty (20) days prior to any meeting of the members shall be entitled to vote at such meeting”.

Membership is clearly defined in Article II:

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ARTICLE II MEMBERSHIP SUSPENSION, TERMINATION, EXECUTIVE COMMITTEE ACTION, DUES AND FEES
Membership shall be of two (2) types and open to anyone who expresses an interest in darts as a sport.

Section 1 General Membership
A member is defined as a person who, by definition, has paid the required membership dues.

Section 2 Sponsoring Membership
A sponsoring member, hereinafter called sponsor, shall be that person, organization; corporation or business that sponsors one or more teams, and has paid all required sponsoring fees.

Section 3 Member In Good Standing
Defined as anyone with a current paid in full membership and not having a current suspension.

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The reference to “active members” and the quorum issues raised in this Bylaw have nothing to do with the rights of a member to vote at a General Membership meeting. The last 2 sentences should be moved to ARTICLE III BOARD OF DIRECTORS, Section 4 Quorum and Adjournment

Insert: “A quorum for General Membership meetings shall consist of 51% of the active members. An active member is defined as a current league player, a member of the Board of Directors, or Executive Committee member” at the beginning of Article III, Section 4.

That would place all quorum issues in the expected place and remove any doubt about whether the definition of an “active player” affects the ability to vote at a General Membership Meeting.

The suggested Article V, Section 5 would then read:

Members entitled to vote and in good standing on the day twenty (20) days prior to any meeting of the members shall be entitled to vote at such meeting. Such vote may be by voice or by ballot.

The suggested Article III, Section 4 would read:

A quorum for General Membership meetings shall consist of 51% of the active members. An active member is defined as a current league player, a member of the Board of Directors, or Executive Committee member. A quorum for the Board of Directors shall consist of a simple majority of the voting Directors. Sponsors, while remaining as full voting members of the Board of Directors, are not required to be in attendance, thus excluding sponsors from the number of Board of Directors required to achieve a quorum. Should two (2) successive Board of Director meetings fail to produce a quorum (simple majority) of the Executive Committee, the Executive Committee shall be deemed dissolved. If the Executive Committee is dissolved, it shall be the duty of the Board of Directors to arrange and call for a special General Membership meeting within thirty (30) days for the purpose of electing new officers. Should the dissolution take place less than thirty (30) days prior to the end of a competition schedule, special event or tournament, those members present are empowered to take any necessary action to insure the success and continuity of said schedule, event, or tournament. If a Board of Directors meeting is held between the finish of a competition schedule and the beginning of another, Captains of both schedules are qualified to vote. Only members of the Board of Directors may vote at a Board of Directors meeting.

The only change to Article III, Section 4 is to move the definition of a quorum for a General Membership Meeting into that section.

Annual elections are not required

ARTICLE III: BOARD OF DIRECTORS

Section 5: Vacancies

There’s major stuff in obscure places related to this bylaw. The bylaws do not conflict and actually set up a reasonable way of doing things. If this bylaw and others stay as written, here’s how it’s going to work.

There is no requirement for annual elections. If there is an annual election, it is not necessary to vote for all positions on the board.

An elected officer holds that position until another vote is taken or they resign or are removed.

If there is no election and the current officer resigns, there are 2 methods to fill the vacancy. The Board of Directors can vote to fill the vacancy or someone can be appointed.

Unfortunately, the “appointment method” is never explained. Who makes the appointment isn’t specified. Is it the President? Is it the General Membership if they are present? If it’s the President, who appoints Officers if both the Pres and VP resign?

The biggie: If no one runs for an office, the current person stays in that office at their option. If the current office-holder chooses to resign, it’s the Board of Directors, not the General Membership, that votes to fill the vacancy.

All the stuff that sets this up is explained, but you only think it was boring reading this far.

If this is the intention or is an acceptable interpretation, don’t change anything. If you disagree with the interpretation or disagree with the result, click on that little word “COMMENT” down at the bottom and let us know how you feel.

Currant bylaw:

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Vacancies in the Executive Committee may be filled by a majority vote of the Board of Directors. Each Officer, filling a vacancy, shall hold office until his/her successor is elected at an annual or special meeting of the General Membership. A vacancy or vacancies in the Executive Committee shall be deemed to exist in the case of death, resignation, or removal of any Officer. A temporary vacancy due to military duty or work related obligations or illness may be filled by a majority vote of the Board of Directors to exist until the Officer returns to his/her duties or until the annual meeting of the General Membership. If the Board of Directors accepts the resignation from an Officer(s) tendered to take affect at a future time, the Board of Directors shall have the power to elect a successor to take office when the resignation becomes effective. Vacancies must be filled within sixty (60) days. Until the vacancy is filled, the President shall abstain from voting if necessary to ensure that there are no tie votes. No reduction in the number of Officers shall have the effect of removing any Officer prior to the expiration of his term of office.

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There’s a little surprise for this bylaw coming up from a later bylaw in Article IV, Section 3. Here’s the part:

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The Officers of the Association except appointed subordinate officers or temporary appointments to fill vacancies should be elected annually by a vote of the General Membership and shall hold office until they resign, are removed or otherwise disqualified to serve.

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Here’s a more readable version. Not recommending a change, just making it easier to read:

The elected Officers or temporary appointments of the Association should be elected annually by a vote of the General Membership and shall hold office until they resign, are removed or otherwise disqualified to serve.

“…should be elected annually…” Elections are recommended, but not mandatory. Voting for some, but not all Officers is within the bylaw.

Officers aren’t elected for one year. They’re elected until they voluntarily or involuntarily resign.

“…or temporary appointments…” Officers can be appointed. Doesn’t say by who, just that they can be.

If no one runs in an election and the current office-holder resigns, then the method for filling a vacancy goes into effect.

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“Vacancies in the Executive Committee may be filled by a majority vote of the Board of Directors”.

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Secretary/Treasurer's Duties

ARTICLE IV EXECUTIVE COUNCIL

Subsection: SECRETARY/TREASURER

Current first several sentences:

“The Secretary/Treasurer shall collect all dues and fees owing to the Association. Shall charge a fee of $30.00 for returned checks. Returned checks must be paid by cash or money order within seven (7) business days or league fees will be considered unpaid. Shall receive all Association funds and maintain them in a bank or depository approved by the General Membership.”

The bold section is more appropriate in Rules Of Play. It involves payment of league fees. I recommend removing it and inserting it at an appropriate place in Rules of Play.

Then the sentences about receiving and depositing money can be combined in this manner:

“The Secretary/Treasurer shall collect all dues and fees owing to the Association and maintain them in a bank or depository approved by the General Membership.”

Is it necessary to legislate that the Secretary/Treasurer should provide the mailing list to the Publicity person? The following section does that indirectly. It also gets the Secretary and President involved in mailings in an ambiguous manner. “…information as needed…” could be interpreted to be the content of mailings. “…assist that person, as needed…” could be interpreted to be printing, stamping and taking mailings to the post office.

The section containing “…as directed by the President…” seems to create a duty for the President, but the intent is unclear. If the intent is that the President “directs” mailings, then it should not be in this section. If the intent is that the President directs the Secretary/Treasurer to assist the Public Relations person or determines the definition of “as needed”, then we have a bigger problem. If that is the intention, it should be somewhere else.

Remove the following portion.

“Shall also provide information as needed to the Director of Publicity and Public Relations and assist that person, as needed, in mailing of all information and notices as directed by the President and established by these By-Laws.”

The last sentence has an apparent ommission. It requires the Secretary/Treasurer to establish the start of league dates, but not the schedules for the leagues.

Added wording is in bold.

“Shall establish the start dates and schedules for all leagues.”

With the described changes, this section would read as follows:

“The Secretary/Treasurer shall collect all dues and fees owing to the Association and maintain them in a bank or depository approved by the General Membership. Shall insure that the Association funds are not disbursed unless signed by two non-related Officers of the Association, and one must be the Secretary/Treasurer. Shall maintain a minimum balance of five hundred dollars ($500.00) in the treasury at all times. Shall maintain an accurate account of all monies collected and disbursed with supporting file of bills and invoices. Shall submit a financial report at each meeting of the Board of Directors and General Membership meetings. These reports shall be current within seven (7) days of the meeting date. Shall keep the minutes of all meetings of the association, other than league or Executive Council meetings. These minutes shall be an accurate and official record of business transacted. Shall be custodian of Association records. Shall live within the local calling area. Shall establish the start dates and schedules for all leagues.

Vice-President's responsibilities

ARTICLE IV EXECUTIVE COUNCIL

Subsection: VICE-PRESIDENT

Current bylaw: (I will number the sentences to assist in reading the analysis)

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(1)The Vice-President shall assume the duties of the President during his/her absence. (2)Shall assist the President in all aspects of the performance of his/her duties. (3)Shall chair a committee considering all matters pertaining to the By-Laws of the Association and to make recommendations to the Board of Directors. (4)The Vice-President shall act as the Association Parliamentarian and shall seek to resolve all disputes, protests, or complaints among members or teams during league for violations of the Rules Of Play. (5)The member filing the dispute, protest, or complaint will be charged a $25.00 fee, which will be refunded if the protest is resolved in favor of the complainant. (6)If unable to reach a decision agreeable to all parties involved, the Vice-President shall turn the specific dispute, protest, or complaint over to the Board of Directors for final disposition. (7)The Vice-President shall have the right to report violations of the Rules Of Play to the Executive Committee for consideration even if no protest is filed. (8)No specific dispute, protest, or complaint shall be discussed at a General Membership meeting. The Vice-President shall be responsible to the Board of Directors and the General Membership for proper conduct of elections as governed by these By-Laws and the rules of election. The Vice-President shall cause the inspection and certification of all playing areas at least seven (7) days prior to the start of each new league.

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I hate getting into grammar issues, but proper grammar generally makes written documents more easily read and more easily understood. This section is riddled with run-on sentences and sentence fragments. Combine the first 2 sentences.

“The Vice-President shall assume the duties of the President during his/her absence and assist the President in all aspects of the performance of his/her duties.”

Parliamentarian and bylaws discuss the same subject, so combine the first part of sentence 4 with sentence 3 for this.

“The Vice-President shall act as the Association Parliamentarian and shall chair a committee considering all matters pertaining to the By-Laws of the Association”.

Eliminate the second half of sentence 3: “to make recommendations to the Board of Directors”. The Parliamentarian and Chairman of the Bylaws Committee is the obvious and logical person to make bylaws recommendations to the Executive Council.

Take the second half of sentence 4 and make it a stand-alone sentence.

“The Vice-President shall seek to resolve all disputes, protests, or complaints among members or teams.” [This is dropped->] during league for violations of the Rules Of Play.[<-This is dropped]. This would expand the Vice-President’s mediation responsibilities to include such things as Regional qualifiers, the Air Cap, etc. and expand the VP’s mediation to areas that are not necessarily violations of the Rules of Play.

This would create a chain of actions where any dispute at any WDA event goes first to the VP, if needed to the Exec Council, and if needed to the BoD. This closes a huge loophole that has historically been troublesome.

Big Breath.

If you think you’re getting tired of reading this I guarantee I’m tired of typing this and we’re about to get to the ugly parts.

Big Breath.

Sentence 5

Charging $25 for a protest has nothing to do with the duties of the VP. Drop it from this section.

Sentence 6

This sentence has the VP going directly to the BoD if the VP can’t resolve a dispute. Try it this way (bold is the changed part).

“If unable to reach a decision agreeable to all parties involved, the Vice-President shall turn the specific dispute, protest, or complaint over to the Executive Council for final disposition”.

I thought sentence 7 was fine until I read the proposed new bylaw. The VP should be able to report any alleged bad conduct to the Exec Council even if no protest is file. The current wording limits this ability to violations of Rules of Play. I’m not going so far as to require the VP to report allegations to the EC. Just giving the VP the right to do that and not restricting it to Rules Of Play situations.

Sentence 8 (no discussions of disputes at General membership meetings) has nothing to do with the VP’s duties and should be dropped from this section.

Now to try to put all that into a revised bylaw.

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“The Vice-President shall assume the duties of the President during his/her absence and assist the President in all aspects of the performance of his/her duties. The Vice-President shall act as the Association Parliamentarian and shall chair a committee considering all matters pertaining to the By-Laws of the Association. The Vice-President shall seek to resolve all disputes, protests, or complaints among members or teams. If unable to reach a decision agreeable to all parties involved, the Vice-President shall turn the specific dispute, protest, or complaint over to the Executive Council for final disposition. The Vice-President shall have the right to report any alleged bad conduct or poor sportsmanship to the Executive Committee even if no protest is filed. The Vice-President shall be responsible to the Board of Directors and the General Membership for proper conduct of elections as governed by these By-Laws and the rules of election. The Vice-President shall cause the inspection and certification of all playing areas at least seven (7) days prior to the start of each new league.

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President's powers

One sentence in the following bylaw is unnecessary and (I believe unintentionally) significantly changes the role of the members and the President. To save time skip to the proposed change and read the part that is to be eliminated.

ARTICLE III BOARD OF DIRECTORS
Section 5 Vacancies
Current Bylaw:

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Vacancies in the Executive Committee may be filled by a majority vote of the Board of Directors. Each Officer, filling a vacancy, shall hold office until his/her successor is elected at an annual or special meeting of the General Membership. A vacancy or vacancies in the Executive Committee shall be deemed to exist in the case of death, resignation, or removal of any Officer. A temporary vacancy due to military duty or work related obligations or illness may be filled by a majority vote of the Board of Directors to exist until the Officer returns to his/her duties or until the annual meeting of the General Membership. If the Board of Directors accepts the resignation from an Officer(s) tendered to take affect at a future time, the Board of Directors shall have the power to elect a successor to take office when the resignation becomes effective. Vacancies must be filled within sixty (60) days Vacancies in the Executive Committee may be filled by a majority vote of the Board of Directors. Each Officer, filling a vacancy, shall hold office until his/her successor is elected at an annual or special meeting of the General Membership. A vacancy or vacancies in the Executive Committee shall be deemed to exist in the case of death, resignation, or removal of any Officer. A temporary vacancy due to military duty or work related obligations or illness may be filled by a majority vote of the Board of Directors to exist until the Officer returns to his/her duties or until the annual meeting of the General Membership. If the Board of Directors accepts the resignation from an Officer(s) tendered to take affect at a future time, the Board of Directors shall have the power to elect a successor to take office when the resignation becomes effective. Vacancies must be filled within sixty (60) days. Until the vacancy is filled, the President shall abstain from voting if necessary to ensure that there are no tie votes. No reduction in the number of Officers shall have the effect of removing any Officer prior to the expiration of his term of office.
Eliminate: “Until the vacancy is filled, the President shall abstain from voting if necessary to ensure that there are no tie votes.”

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It’s in Robert’s Rules of Order that the President only votes to break ties. Whether there is an even or odd number of members on the Exec Comm isn’t a factor.

Recommended wording:

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Vacancies in the Executive Committee may be filled by a majority vote of the Board of Directors. Each Officer, filling a vacancy, shall hold office until his/her successor is elected at an annual or special meeting of the General Membership. A vacancy or vacancies in the Executive Committee shall be deemed to exist in the case of death, resignation, or removal of any Officer. A temporary vacancy due to military duty or work related obligations or illness may be filled by a majority vote of the Board of Directors to exist until the Officer returns to his/her duties or until the annual meeting of the General Membership. If the Board of Directors accepts the resignation from an Officer(s) tendered to take affect at a future time, the Board of Directors shall have the power to elect a successor to take office when the resignation becomes effective. Vacancies must be filled within sixty (60) days Vacancies in the Executive Committee may be filled by a majority vote of the Board of Directors. Each Officer, filling a vacancy, shall hold office until his/her successor is elected at an annual or special meeting of the General Membership. A vacancy or vacancies in the Executive Committee shall be deemed to exist in the case of death, resignation, or removal of any Officer. A temporary vacancy due to military duty or work related obligations or illness may be filled by a majority vote of the Board of Directors to exist until the Officer returns to his/her duties or until the annual meeting of the General Membership. If the Board of Directors accepts the resignation from an Officer(s) tendered to take affect at a future time, the Board of Directors shall have the power to elect a successor to take office when the resignation becomes effective. Vacancies must be filled within sixty (60) days. [Begin Removal] Until the vacancy is filled, the President shall abstain from voting if necessary to ensure that there are no tie votes. [End Removal] No reduction in the number of Officers shall have the effect of removing any Officer prior to the expiration of his term of office.

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Comment: The President doesn’t vote at Exec Committee meetings or Board of Directors Meetings (per Roberts Rules of Order). If there is a tie vote, the President breaks the tie.

This creates the requirement for a strong President who is willing to make decisions when the membership cannot. This also creates a strong voice by members. A simple majority of 1 person who doesn’t agree with the President is enough to override a President.

The President isn’t allowed to cast his/her own vote to create a tie. The members, not the President, control the organization.

The President does not vote in elections. If the Election Committee reports a tie to the President, the President casts his/her vote with the Election Committee and the winner is announced.

Appeal of penalties levied by the Exec Committee

Section 6 Appeal of Suspension, Termination, Executive Committee Action

Current:
“Any individual, organization or establishment who does not agree with the Executive Committee decision may appeal one time to the Executive Committee within seven (7) days of notification of the Executive Committee decision. This may be done in person or by registered return receipt mail to the Secretary. The appeal will be heard at the next regularly scheduled Board of Directors meeting. Parties may make a statement in person at the meeting or in writing to the Board of Directors. If necessary, witnesses will be heard. If more than one party is involved, all parties must appear in person or in writing to the Board of Directors. After hearing the appeal, the Board of Directors will make a decision. Parties will be notified within seven (7) days of the decision. The decision of the Board of Directors is final.”


Comment: This section is like riding an elephant through a mine field. It states anybody can appeal within 7 days of notification by the Exec Committee, but doesn’t define notification. “Anybody” could be someone totally unaffected by the decision. Appeals to the BoD should be limited to the party complained against.

Suggested fix (changes are in []’s)

[Any penalized member] may appeal one time to the Executive Committee within seven (7) days of notification of the Executive Committee decision. This may be done in person or by registered return receipt mail to the Secretary. The appeal will be heard at the next regularly scheduled Board of Directors meeting. Parties may make a statement in person at the meeting or in writing to the Board of Directors.

Drop this completely: If more than one party is involved, all parties must appear in person or in writing to the Board of Directors.

If someone simply doesn’t appear, the appeal can’t be heard.

Here’s my proposed Section 6

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“Any [penalized member] who does not agree with the Executive Committee decision may appeal one time to the Executive Committee within seven (7) days of notification of the Executive Committee decision. This may be done in person or by registered return receipt mail to the Secretary. The appeal will be heard at the next regularly scheduled Board of Directors meeting. Parties may make a statement in person at the meeting or in writing to the Board of Directors. If necessary, witnesses will be heard. After hearing the appeal, the Board of Directors will make a decision. Parties will be notified within seven (7) days of the decision. The decision of the Board of Directors is final.

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This eliminates appeals for all non-penalized parties. Maybe there could be something for unaffected parties to appeal to the Exec Comm, but unaffected parties shouldn’t be able to go directly to the BoD. This would bring the WDA in line with the system used in American justice that eliminates double jeopardy, or being tried twice for the same offense.

Exec Committee has sole ability to penalize members

Current bylaw:
Article IIMEMBERSHIP SUSPENSION, TERMINATION, EXECUTIVE COMMITTEE ACTION, DUES AND FEES, Section 5, IIMEMBERSHIP SUSPENSION, TERMINATION, EXECUTIVE COMMITTEE ACTION, DUES AND FEES

“A complaint may be filed with the Executive Committee by any member against another member for reason of bad conduct at any Association event. Membership may be suspended or terminated or other penalty may be levied by the Executive Committee for reason of bad conduct at any Association event. Bad conduct shall be determined at the discretion of the Executive Committee”

Changes needed:
1) Insert a space between “ARTICLE II” and “MEMBERSHIP SUSPENSION”
2) Remove the “II” from “IIMEMBERSHIP SUSPENSION…” in Section 5.

Comment:
This establishes the Exec Committee as the sole body who can suspend, terminate, or apply other penalties against a member. This also gives the Exec Committee the sole ability to determine bad conduct. I think this should remain intact. The Board of Directors (Captains) have no power to suspend, terminate or penalize a player. No single member of the Exec Committee can penalize a member.

The Board of Directors has the ability to remove any or all members of the Exec Committee at any Board of Directors meeting. This seems like a reasonable way to administer the corporation. If you don’t like what the Exec Committee does – vote them out and replace them.

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