I know that many LPA members have little time to review the bylaws in detail. I also know that we have few opportunities outside of this forum to share our thoughts so that we can make an informed vote on May 17. I've reviewed the bylaws in detail (though not perfectly) and I consider it an excellent work. I did find a few, mostly minor, areas where, in my opinion, it might be improved.

In the spirit of promoting an open dialog I am including here a copy of my recommendations. Please feel free to comment on my comments and/or add your own. Let's communicate.


Article V, Meetings, Sec 4, Special Meetings:

Special meetings should require at least 2 weeks notice to the general membership to allow members the opportunity to learn of the meeting, make themselves aware of any issues, and arrange their schedule to attend. Without some minimum delay between the call and the special meeting then the board can, in theory, call for a meeting then immediately vote thereby denying the majority of the membership the opportunity to vote.


Article VI, Officer and Board of Directors, Sections 1, General, and Section 2, Composition

There is a conflict between Section 1 and Section 2. Section 1 says that "All officers shall be elected by general membership simple majority vote for a term of one (1) year." Section 2 says that the Board will be made up of six unspecified individuals and the "Immediate Past President" who is a specified individual and therefore supersedes any vote. Further, as it stands, we vote in Presidents for two years, not one, where all other board members are voted in for only one year.

I recommend that the position on the board of the immediate past president be replaced with a third Elected Voting Board Member. While it's a nice gesture to the outgoing presidents it doesn't constitute a true democratic action and could result in an unpopular president sitting on the board without the approval of the membership. An alternative to changing the position would be to remind all members that, when they vote for the position of President, they are actually voting for a two-year position on the board rather than one.


Article VIII, Committees & Chairpersons, Section 3, Standing Committees:

I recommend rewording this to say that the LPA will provide a Chairperson at the request of the AV Fair committee. It has been my understanding that the AV Fair Photography Exhibit is not an LPA event but an AV Fair event with LPA support. In the past the Photography Exhibit has been chaired and supported almost exclusively by LPA members but they have done so as volunteers to the AV Fair, not the LPA. It is entirely possible for the AV Fair to choose a chairperson who is not an LPA member and to bring in help from sources outside the LPA. The wording of this paragraph implies that the LPA owns this exhibit and could cause misunderstandings and unnecessary friction with the AV Fair committee and other members of the local community.


Article IX, Fiscal Regulations, Section 4, Insurance:

Just a point of clarification. What does the General Liability Insurance cover?


Article XI, Recall, Suspension, Expulsion, and Reinstatement:

In keeping with standard practices in many democracies I suggest a section be added to allow the general membership to petition a referendum to include removal of any or all board members. An example of this is the 2003 referendum that removed California's governor Gray Davis.


Article XI, Recall, Suspension, Expulsion, and Reinstatement, Section 3 Termination of General Membership and Section 4 Membership Reinstatement:

I recommend that Section 3 or Section 4 be rewritten to be consistent with each other as to termination/reinstatement votes by the board. Termination requires only a simple majority while reinstatement requires a unanimous decision by a, potentially, different group of people who may not be fully aware of the circumstances. This appears excessively punitive to me.


Article XIII, Limitation of Liability of Directors/Officers:

I recommend that this article include limitations of liability for general members, especially committee members. Article IX, Fiscal Regulations, Section 4, Insurance, states that the LPA will provide General Liability Insurance for general members. It would be helpful to know what, if any, liability limitations exist for general members. This is especially important for the field trip committee chairperson and leaders of field trips because field trips are the activities that are most likely to result in an injury and lawsuit.


Article XIV, Dissolution:

I recommend that a reasonable limit be established on the amount of money the LPA can hold in its treasury. Since much, if not most, of the money in the treasury will come from members and, if the LPA is dissolved, none of that money will be returned to them I believe that general membership's risk of losing this money should be minimized. I suggest that the treasury should, at no time, hold more than 50% more than the current year's normal and approved projected operating expenses.

Further, I think that this article should be rewritten to identify who will decide where these remaining assets will distributed to and what criteria they will use. Without such language the last remaining member of the board might be able to donate all assets to his/her cousin's photo club in Texas.


Article XV, Amendment of Bylaws:

I recommend adding a minimum time between the notice and the vote. I suggest two weeks as the minimum.