Hello All, I wanted to send out a reminder here with access details regarding the quarterly board conference call we have coming up. The call will take place this upcoming Monday, April 4th at 6:30 PM Pacific time. (The monday two days from now). The board members will meet to discuss the current state and vote on any decisions necessary for the org. Members are welcome to dial in and listen, and I make a point of asking for general feedback on things being discussed before the board makes a decision. You can join the conference call at the org’s conference line at 1-206-805-8861. If anyone has things they would like to have brought up on the agenda, please reach out to me and I’ll be sure to include them. Currently, the agenda stands at: Voting to reimburse Bart for the modem HamWAN has acquired from him, at at cost of $130 Discussion regarding adjusting the constitution to allow for board members to make reasonable spending decisions without needing to gather the board for a call, which are presently limited to less than $100, not even covering the expense of a single modem or antenna. Thanks, Nigel Vander Houwen
We don't need to adjust the constitution to enable most spending decisions. Votes only need to be held for purchases that exceed the budget. Recommend some changes and we can vote on a new budget to replace our current one. How about something like these examples? Up to $1500/site may be spent on the equipment needed to erect a new full cell in the network. Up to $350/year may be spent on lab or demonstration equipment. Up to $500/year may be spent to replace faulty equipment, as needed. Current HamWAN Annual Budget (Adopted 2015-02-24): ========================================== Up to $200/year may be spent on the liability insurance coverage we need to host our equipment at certain third-party owned sites. Up to $200/year may be spent on internet hosting related expenses such as domain names, server hosting and certificates. Up to $200/year may be spent on miscellaneous administrative fees, including PO box rental as well as other fees required to keep our non-profit filings up to date. This budget replaces all existing ones and does not expire until a new one is approved. As provided in the HamWAN constitution, a separate vote must be held for incurring any other expenses over $100. ========================================== On Thu, Mar 31, 2016 at 3:11 PM, Nigel Vander Houwen <nigel@nigelvh.com> wrote:
Hello All,
I wanted to send out a reminder here with access details regarding the quarterly board conference call we have coming up.
The call will take place this upcoming Monday, April 4th at 6:30 PM Pacific time. (The monday two days from now). The board members will meet to discuss the current state and vote on any decisions necessary for the org. Members are welcome to dial in and listen, and I make a point of asking for general feedback on things being discussed before the board makes a decision.
You can join the conference call at the org’s conference line at 1-206-805-8861.
If anyone has things they would like to have brought up on the agenda, please reach out to me and I’ll be sure to include them.
Currently, the agenda stands at:
Voting to reimburse Bart for the modem HamWAN has acquired from him, at at cost of $130 Discussion regarding adjusting the constitution to allow for board members to make reasonable spending decisions without needing to gather the board for a call, which are presently limited to less than $100, not even covering the expense of a single modem or antenna.
Thanks, Nigel Vander Houwen
_______________________________________________ PSDR mailing list PSDR@hamwan.org http://mail.hamwan.net/mailman/listinfo/psdr
Cory, Not sure I agree with you on the “Votes only need to be held for purchases that exceed the budget “ topic. If I read the constitution correctly: Director decisions or actions which: · impact HamWAN finances in excess of $100 USD · or contractually obligate HamWAN in any way · or are reasonably judged as significant shall be announced to all public HamWAN mailing lists. Voting will be considered complete 24 hours after the mailing list announcement of the issue at hand. Decisions shall be rendered approved by a majority vote of the Directors who voted. Directors unfamiliar with the issue at hand are encouraged to abstain from voting. Non-Directors cannot cast votes, although they can communicate with Directors to influence their votes on issues. I don’t see anywhere in the constitution that having a budget negates the need to have a vote on expenses over $100. Let me know if I’m reading something incorrectly. Even if that is how we are operating now with the $200 limits, technically that doesn’t agree with the constitution. Don’t get me wrong – I’m not against making it easier to making the spending decisions easier - $100 is far too low for reasons already covered. If we’re going to fix the problem we need to do it right. As far as can tell, the constitution really needs to be amended in order to make this happen. Cheers, Rob Salsgiver – NR3O -----Original Message----- From: PSDR [mailto:psdr-bounces@hamwan.org] On Behalf Of Cory (NQ1E) Sent: Sunday, April 3, 2016 2:28 PM To: Puget Sound Data Ring Subject: Re: [HamWAN PSDR] Quarterly Board Call We don't need to adjust the constitution to enable most spending decisions. Votes only need to be held for purchases that exceed the budget. Recommend some changes and we can vote on a new budget to replace our current one. How about something like these examples? Up to $1500/site may be spent on the equipment needed to erect a new full cell in the network. Up to $350/year may be spent on lab or demonstration equipment. Up to $500/year may be spent to replace faulty equipment, as needed. Current HamWAN Annual Budget (Adopted 2015-02-24): ========================================== Up to $200/year may be spent on the liability insurance coverage we need to host our equipment at certain third-party owned sites. Up to $200/year may be spent on internet hosting related expenses such as domain names, server hosting and certificates. Up to $200/year may be spent on miscellaneous administrative fees, including PO box rental as well as other fees required to keep our non-profit filings up to date. This budget replaces all existing ones and does not expire until a new one is approved. As provided in the HamWAN constitution, a separate vote must be held for incurring any other expenses over $100. ========================================== On Thu, Mar 31, 2016 at 3:11 PM, Nigel Vander Houwen < <mailto:nigel@nigelvh.com> nigel@nigelvh.com> wrote:
Hello All,
I wanted to send out a reminder here with access details regarding the
quarterly board conference call we have coming up.
The call will take place this upcoming Monday, April 4th at 6:30 PM
Pacific time. (The monday two days from now). The board members will
meet to discuss the current state and vote on any decisions necessary
for the org. Members are welcome to dial in and listen, and I make a
point of asking for general feedback on things being discussed before the board makes a decision.
You can join the conference call at the org’s conference line at
1-206-805-8861.
If anyone has things they would like to have brought up on the agenda,
please reach out to me and I’ll be sure to include them.
Currently, the agenda stands at:
Voting to reimburse Bart for the modem HamWAN has acquired from him,
at at cost of $130 Discussion regarding adjusting the constitution to
allow for board members to make reasonable spending decisions without
needing to gather the board for a call, which are presently limited to
less than $100, not even covering the expense of a single modem or
antenna.
Thanks,
Nigel Vander Houwen
_______________________________________________
PSDR mailing list
<mailto:PSDR@hamwan.org> PSDR@hamwan.org
<http://mail.hamwan.net/mailman/listinfo/psdr> http://mail.hamwan.net/mailman/listinfo/psdr
_______________________________________________ PSDR mailing list <mailto:PSDR@hamwan.org> PSDR@hamwan.org <http://mail.hamwan.net/mailman/listinfo/psdr> http://mail.hamwan.net/mailman/listinfo/psdr
Rob, Cory’s point is that there was a budget that the board voted to approve, which covers those expenses in line with the constitution. His recommendation is to amend the budget to create the room for purchasing gear, which the board would then vote on the amended budget. IE board pre-approval up to $X. Nigel
On Apr 3, 2016, at 20:43, Rob Salsgiver <rob@nr3o.com> wrote:
Cory,
Not sure I agree with you on the “Votes only need to be held for purchases that exceed the budget “ topic. If I read the constitution correctly:
Director decisions or actions which:
· impact HamWAN finances in excess of $100 USD · or contractually obligate HamWAN in any way · or are reasonably judged as significant shall be announced to all public HamWAN mailing lists. Voting will be considered complete 24 hours after the mailing list announcement of the issue at hand. Decisions shall be rendered approved by a majority vote of the Directors who voted. Directors unfamiliar with the issue at hand are encouraged to abstain from voting. Non-Directors cannot cast votes, although they can communicate with Directors to influence their votes on issues.
I don’t see anywhere in the constitution that having a budget negates the need to have a vote on expenses over $100. Let me know if I’m reading something incorrectly. Even if that is how we are operating now with the $200 limits, technically that doesn’t agree with the constitution.
Don’t get me wrong – I’m not against making it easier to making the spending decisions easier - $100 is far too low for reasons already covered. If we’re going to fix the problem we need to do it right. As far as can tell, the constitution really needs to be amended in order to make this happen.
Cheers, Rob Salsgiver – NR3O
-----Original Message----- From: PSDR [mailto:psdr-bounces@hamwan.org] On Behalf Of Cory (NQ1E) Sent: Sunday, April 3, 2016 2:28 PM To: Puget Sound Data Ring Subject: Re: [HamWAN PSDR] Quarterly Board Call
We don't need to adjust the constitution to enable most spending decisions. Votes only need to be held for purchases that exceed the budget. Recommend some changes and we can vote on a new budget to replace our current one.
How about something like these examples?
Up to $1500/site may be spent on the equipment needed to erect a new full cell in the network.
Up to $350/year may be spent on lab or demonstration equipment.
Up to $500/year may be spent to replace faulty equipment, as needed.
Current HamWAN Annual Budget (Adopted 2015-02-24): ========================================== Up to $200/year may be spent on the liability insurance coverage we need to host our equipment at certain third-party owned sites.
Up to $200/year may be spent on internet hosting related expenses such as domain names, server hosting and certificates.
Up to $200/year may be spent on miscellaneous administrative fees, including PO box rental as well as other fees required to keep our non-profit filings up to date.
This budget replaces all existing ones and does not expire until a new one is approved. As provided in the HamWAN constitution, a separate vote must be held for incurring any other expenses over $100. ==========================================
On Thu, Mar 31, 2016 at 3:11 PM, Nigel Vander Houwen <nigel@nigelvh.com <mailto:nigel@nigelvh.com>> wrote:
Hello All,
I wanted to send out a reminder here with access details regarding the quarterly board conference call we have coming up.
The call will take place this upcoming Monday, April 4th at 6:30 PM Pacific time. (The monday two days from now). The board members will meet to discuss the current state and vote on any decisions necessary for the org. Members are welcome to dial in and listen, and I make a point of asking for general feedback on things being discussed before the board makes a decision.
You can join the conference call at the org’s conference line at 1-206-805-8861.
If anyone has things they would like to have brought up on the agenda, please reach out to me and I’ll be sure to include them.
Currently, the agenda stands at:
Voting to reimburse Bart for the modem HamWAN has acquired from him, at at cost of $130 Discussion regarding adjusting the constitution to allow for board members to make reasonable spending decisions without needing to gather the board for a call, which are presently limited to less than $100, not even covering the expense of a single modem or antenna.
Thanks, Nigel Vander Houwen
_______________________________________________ PSDR mailing list PSDR@hamwan.org <mailto:PSDR@hamwan.org> http://mail.hamwan.net/mailman/listinfo/psdr <http://mail.hamwan.net/mailman/listinfo/psdr>
_______________________________________________ PSDR mailing list PSDR@hamwan.org <mailto:PSDR@hamwan.org> http://mail.hamwan.net/mailman/listinfo/psdr <http://mail.hamwan.net/mailman/listinfo/psdr>_______________________________________________ PSDR mailing list PSDR@hamwan.org <mailto:PSDR@hamwan.org> http://mail.hamwan.net/mailman/listinfo/psdr <http://mail.hamwan.net/mailman/listinfo/psdr>
Nigel, Thanks for the note. I understood what Cory was saying. The point I was trying to make is that the current Constitution does not even have the basic provision in it for anyone to establish a budget and that an approved budget may (or may not) be subject to the specifically spelled out spending limit in the Constitution. I agree 100% that things need changed – we only differ on what needs to be changed. If you look at sample bylaws at <http://inn.org/about/legal/bylaws/> http://inn.org/about/legal/bylaws/ in section 4.04 you will see the following: “….The Finance Committee is responsible for overseeing and reviewing fiscal matters, fundraising plans, and the annual budget with staff, and other board members. The board must approve the budget and all planned expenditures within the budget prior to the start of the fiscal year. The fiscal year shall start on July 1st and end on June 30th. Any planned major change in the budget – (i.e. more than a 15 percent variance from the previously approved total annual budget) must be reviewed and approved by the Finance Committee or the full board. …” It’s a pretty basic concept that is missing in the HamWAN Constitution – namely that of granting the specific power of the purse. The only item spelled out is that expenditures over $100 need to be voted on – period. The above example specifically lays out the ability to develop and approve a budget as a mechanism for paying the bills. In the above example, it adds the constraint of a review being needed if things go too far beyond the budgeted expectations. A similar provision could be added to the HamWAN Constitution and it would be pretty much a done issue going forward. The $100 provision could either be left in or modified to apply to non-budgeted expenses. Right now there is no defined “legal” standing the way it is written to go “around” the $100 voting requirement. Even though what you are doing with the budget is perfectly normal, it’s not granted in >this< Constitution and it needs to be fixed. Rob From: PSDR [mailto:psdr-bounces@hamwan.org] On Behalf Of Nigel Vander Houwen Sent: Sunday, April 3, 2016 8:47 PM To: Puget Sound Data Ring Subject: Re: [HamWAN PSDR] Quarterly Board Call Rob, Cory’s point is that there was a budget that the board voted to approve, which covers those expenses in line with the constitution. His recommendation is to amend the budget to create the room for purchasing gear, which the board would then vote on the amended budget. IE board pre-approval up to $X. Nigel On Apr 3, 2016, at 20:43, Rob Salsgiver <rob@nr3o.com> wrote: Cory, Not sure I agree with you on the “Votes only need to be held for purchases that exceed the budget “ topic. If I read the constitution correctly: Director decisions or actions which: · impact HamWAN finances in excess of $100 USD · or contractually obligate HamWAN in any way · or are reasonably judged as significant shall be announced to all public HamWAN mailing lists. Voting will be considered complete 24 hours after the mailing list announcement of the issue at hand. Decisions shall be rendered approved by a majority vote of the Directors who voted. Directors unfamiliar with the issue at hand are encouraged to abstain from voting. Non-Directors cannot cast votes, although they can communicate with Directors to influence their votes on issues. I don’t see anywhere in the constitution that having a budget negates the need to have a vote on expenses over $100. Let me know if I’m reading something incorrectly. Even if that is how we are operating now with the $200 limits, technically that doesn’t agree with the constitution. Don’t get me wrong – I’m not against making it easier to making the spending decisions easier - $100 is far too low for reasons already covered. If we’re going to fix the problem we need to do it right. As far as can tell, the constitution really needs to be amended in order to make this happen. Cheers, Rob Salsgiver – NR3O -----Original Message----- From: PSDR [mailto:psdr-bounces@hamwan.org] On Behalf Of Cory (NQ1E) Sent: Sunday, April 3, 2016 2:28 PM To: Puget Sound Data Ring Subject: Re: [HamWAN PSDR] Quarterly Board Call We don't need to adjust the constitution to enable most spending decisions. Votes only need to be held for purchases that exceed the budget. Recommend some changes and we can vote on a new budget to replace our current one. How about something like these examples? Up to $1500/site may be spent on the equipment needed to erect a new full cell in the network. Up to $350/year may be spent on lab or demonstration equipment. Up to $500/year may be spent to replace faulty equipment, as needed. Current HamWAN Annual Budget (Adopted 2015-02-24): ========================================== Up to $200/year may be spent on the liability insurance coverage we need to host our equipment at certain third-party owned sites. Up to $200/year may be spent on internet hosting related expenses such as domain names, server hosting and certificates. Up to $200/year may be spent on miscellaneous administrative fees, including PO box rental as well as other fees required to keep our non-profit filings up to date. This budget replaces all existing ones and does not expire until a new one is approved. As provided in the HamWAN constitution, a separate vote must be held for incurring any other expenses over $100. ========================================== On Thu, Mar 31, 2016 at 3:11 PM, Nigel Vander Houwen < <mailto:nigel@nigelvh.com> nigel@nigelvh.com> wrote:
Hello All,
I wanted to send out a reminder here with access details regarding the
quarterly board conference call we have coming up.
The call will take place this upcoming Monday, April 4th at 6:30 PM
Pacific time. (The monday two days from now). The board members will
meet to discuss the current state and vote on any decisions necessary
for the org. Members are welcome to dial in and listen, and I make a
point of asking for general feedback on things being discussed before the board makes a decision.
You can join the conference call at the org’s conference line at
1-206-805-8861.
If anyone has things they would like to have brought up on the agenda,
please reach out to me and I’ll be sure to include them.
Currently, the agenda stands at:
Voting to reimburse Bart for the modem HamWAN has acquired from him,
at at cost of $130 Discussion regarding adjusting the constitution to
allow for board members to make reasonable spending decisions without
needing to gather the board for a call, which are presently limited to
less than $100, not even covering the expense of a single modem or
antenna.
Thanks,
Nigel Vander Houwen
_______________________________________________
PSDR mailing list
<mailto:PSDR@hamwan.org> PSDR@hamwan.org
<http://mail.hamwan.net/mailman/listinfo/psdr> http://mail.hamwan.net/mailman/listinfo/psdr
_______________________________________________ PSDR mailing list <mailto:PSDR@hamwan.org> PSDR@hamwan.org <http://mail.hamwan.net/mailman/listinfo/psdr> http://mail.hamwan.net/mailman/listinfo/psdr _______________________________________________ PSDR mailing list <mailto:PSDR@hamwan.org> PSDR@hamwan.org <http://mail.hamwan.net/mailman/listinfo/psdr> http://mail.hamwan.net/mailman/listinfo/psdr
I'm sorry I wasn't clear before. The term "budget" seems to be confusing things here. What's important is that expenses are reviewed and approved (by board vote). The fact that we do it in bulk and in advance is well within our power in the constitution and I don't believe it needs changing. I also don't agree that directors need the ability to spend more than $100 without review and approval. However, I also think it's silly to call a board meeting every time we have an unexpected expense. If the board had pre-approved funds to replace faulty equipment, we could have used that to either reimburse Bart or buy the modem directly. On Sun, Apr 3, 2016 at 9:16 PM, Rob Salsgiver <rob@nr3o.com> wrote:
Nigel,
Thanks for the note. I understood what Cory was saying. The point I was trying to make is that the current Constitution does not even have the basic provision in it for anyone to establish a budget and that an approved budget may (or may not) be subject to the specifically spelled out spending limit in the Constitution. I agree 100% that things need changed – we only differ on what needs to be changed.
If you look at sample bylaws at http://inn.org/about/legal/bylaws/ in section 4.04 you will see the following:
“….The Finance Committee is responsible for overseeing and reviewing fiscal matters, fundraising plans, and the annual budget with staff, and other board members. The board must approve the budget and all planned expenditures within the budget prior to the start of the fiscal year. The fiscal year shall start on July 1st and end on June 30th. Any planned major change in the budget – (i.e. more than a 15 percent variance from the previously approved total annual budget) must be reviewed and approved by the Finance Committee or the full board. …”
It’s a pretty basic concept that is missing in the HamWAN Constitution – namely that of granting the specific power of the purse. The only item spelled out is that expenditures over $100 need to be voted on – period. The above example specifically lays out the ability to develop and approve a budget as a mechanism for paying the bills. In the above example, it adds the constraint of a review being needed if things go too far beyond the budgeted expectations. A similar provision could be added to the HamWAN Constitution and it would be pretty much a done issue going forward. The $100 provision could either be left in or modified to apply to non-budgeted expenses.
Right now there is no defined “legal” standing the way it is written to go “around” the $100 voting requirement. Even though what you are doing with the budget is perfectly normal, it’s not granted in >this< Constitution and it needs to be fixed.
Rob
From: PSDR [mailto:psdr-bounces@hamwan.org] On Behalf Of Nigel Vander Houwen Sent: Sunday, April 3, 2016 8:47 PM
To: Puget Sound Data Ring Subject: Re: [HamWAN PSDR] Quarterly Board Call
Rob,
Cory’s point is that there was a budget that the board voted to approve, which covers those expenses in line with the constitution. His recommendation is to amend the budget to create the room for purchasing gear, which the board would then vote on the amended budget. IE board pre-approval up to $X.
Nigel
On Apr 3, 2016, at 20:43, Rob Salsgiver <rob@nr3o.com> wrote:
Cory,
Not sure I agree with you on the “Votes only need to be held for purchases that exceed the budget “ topic. If I read the constitution correctly:
Director decisions or actions which:
· impact HamWAN finances in excess of $100 USD
· or contractually obligate HamWAN in any way
· or are reasonably judged as significant
shall be announced to all public HamWAN mailing lists. Voting will be considered complete 24 hours after the mailing list announcement of the issue at hand. Decisions shall be rendered approved by a majority vote of the Directors who voted. Directors unfamiliar with the issue at hand are encouraged to abstain from voting. Non-Directors cannot cast votes, although they can communicate with Directors to influence their votes on issues.
I don’t see anywhere in the constitution that having a budget negates the need to have a vote on expenses over $100. Let me know if I’m reading something incorrectly. Even if that is how we are operating now with the $200 limits, technically that doesn’t agree with the constitution.
Don’t get me wrong – I’m not against making it easier to making the spending decisions easier - $100 is far too low for reasons already covered. If we’re going to fix the problem we need to do it right. As far as can tell, the constitution really needs to be amended in order to make this happen.
Cheers,
Rob Salsgiver – NR3O
-----Original Message----- From: PSDR [mailto:psdr-bounces@hamwan.org] On Behalf Of Cory (NQ1E) Sent: Sunday, April 3, 2016 2:28 PM To: Puget Sound Data Ring Subject: Re: [HamWAN PSDR] Quarterly Board Call
We don't need to adjust the constitution to enable most spending decisions. Votes only need to be held for purchases that exceed the budget. Recommend some changes and we can vote on a new budget to replace our current one.
How about something like these examples?
Up to $1500/site may be spent on the equipment needed to erect a new full cell in the network.
Up to $350/year may be spent on lab or demonstration equipment.
Up to $500/year may be spent to replace faulty equipment, as needed.
Current HamWAN Annual Budget (Adopted 2015-02-24):
==========================================
Up to $200/year may be spent on the liability insurance coverage we need to host our equipment at certain third-party owned sites.
Up to $200/year may be spent on internet hosting related expenses such as domain names, server hosting and certificates.
Up to $200/year may be spent on miscellaneous administrative fees, including PO box rental as well as other fees required to keep our non-profit filings up to date.
This budget replaces all existing ones and does not expire until a new one is approved. As provided in the HamWAN constitution, a separate vote must be held for incurring any other expenses over $100.
==========================================
On Thu, Mar 31, 2016 at 3:11 PM, Nigel Vander Houwen <nigel@nigelvh.com> wrote:
Hello All,
I wanted to send out a reminder here with access details regarding the
quarterly board conference call we have coming up.
The call will take place this upcoming Monday, April 4th at 6:30 PM
Pacific time. (The monday two days from now). The board members will
meet to discuss the current state and vote on any decisions necessary
for the org. Members are welcome to dial in and listen, and I make a
point of asking for general feedback on things being discussed before the board makes a decision.
You can join the conference call at the org’s conference line at
1-206-805-8861.
If anyone has things they would like to have brought up on the agenda,
please reach out to me and I’ll be sure to include them.
Currently, the agenda stands at:
Voting to reimburse Bart for the modem HamWAN has acquired from him,
at at cost of $130 Discussion regarding adjusting the constitution to
allow for board members to make reasonable spending decisions without
needing to gather the board for a call, which are presently limited to
less than $100, not even covering the expense of a single modem or
antenna.
Thanks,
Nigel Vander Houwen
_______________________________________________
PSDR mailing list
PSDR@hamwan.org
_______________________________________________
PSDR mailing list
PSDR@hamwan.org
http://mail.hamwan.net/mailman/listinfo/psdr
_______________________________________________ PSDR mailing list PSDR@hamwan.org http://mail.hamwan.net/mailman/listinfo/psdr
_______________________________________________ PSDR mailing list PSDR@hamwan.org http://mail.hamwan.net/mailman/listinfo/psdr
Ok. I can't say that I'm confused about any of the terms. I've dealt with them enough times and I thought I would offer some help where I could. I agree that it's important that the expenses are reviewed and approved by the board. What I tried to point out was what I believed was a simple omission in the Constitution. If you look through it, the word "budget" does not appear at all - not even once. Neither is there any spelled mechanism that grants the board or any officer position the fiduciary authority to make ANY financial commitments other than the "$100" rule. In fact, because the "$100 rule" IS spelled out, it is the ONLY finance-related piece that is. Even if you were inclined to argue in court that budgetary approval is somehow implied, your written rule is NOT implied, and without a piece to remedy the two concepts, the written one wins in court. Budgets and decision making are basic pieces that are part of almost every set of bylaws for non-profit or commercial entities alike, and it's easily remedied. Forget the knee-jerk reaction that I'm poking the hornet's nest again and find someone you can believe that is in the business and ask them. If you want an attorney's point of view I've worked with a couple in other organizations on these topics. All I'm asking is to get it right guys - I'm on the same damn side. Jesus. -----Original Message----- From: PSDR [mailto:psdr-bounces@hamwan.org] On Behalf Of Cory (NQ1E) Sent: Sunday, April 3, 2016 9:39 PM To: Puget Sound Data Ring Subject: Re: [HamWAN PSDR] Quarterly Board Call I'm sorry I wasn't clear before. The term "budget" seems to be confusing things here. What's important is that expenses are reviewed and approved (by board vote). The fact that we do it in bulk and in advance is well within our power in the constitution and I don't believe it needs changing. I also don't agree that directors need the ability to spend more than $100 without review and approval. However, I also think it's silly to call a board meeting every time we have an unexpected expense. If the board had pre-approved funds to replace faulty equipment, we could have used that to either reimburse Bart or buy the modem directly. On Sun, Apr 3, 2016 at 9:16 PM, Rob Salsgiver <rob@nr3o.com> wrote:
Nigel,
Thanks for the note. I understood what Cory was saying. The point I was trying to make is that the current Constitution does not even have the basic provision in it for anyone to establish a budget and that an approved budget may (or may not) be subject to the specifically spelled out spending limit in the Constitution. I agree 100% that things need changed – we only differ on what needs to be changed.
If you look at sample bylaws at http://inn.org/about/legal/bylaws/ in section 4.04 you will see the following:
“….The Finance Committee is responsible for overseeing and reviewing fiscal matters, fundraising plans, and the annual budget with staff, and other board members. The board must approve the budget and all planned expenditures within the budget prior to the start of the fiscal year. The fiscal year shall start on July 1st and end on June 30th. Any planned major change in the budget – (i.e. more than a 15 percent variance from the previously approved total annual budget) must be reviewed and approved by the Finance Committee or the full board. …”
It’s a pretty basic concept that is missing in the HamWAN Constitution – namely that of granting the specific power of the purse. The only item spelled out is that expenditures over $100 need to be voted on – period. The above example specifically lays out the ability to develop and approve a budget as a mechanism for paying the bills. In the above example, it adds the constraint of a review being needed if things go too far beyond the budgeted expectations. A similar provision could be added to the HamWAN Constitution and it would be pretty much a done issue going forward. The $100 provision could either be left in or modified to apply to non-budgeted expenses.
Right now there is no defined “legal” standing the way it is written to go “around” the $100 voting requirement. Even though what you are doing with the budget is perfectly normal, it’s not granted in >this< Constitution and it needs to be fixed.
Rob
From: PSDR [mailto:psdr-bounces@hamwan.org] On Behalf Of Nigel Vander Houwen Sent: Sunday, April 3, 2016 8:47 PM
To: Puget Sound Data Ring Subject: Re: [HamWAN PSDR] Quarterly Board Call
Rob,
Cory’s point is that there was a budget that the board voted to approve, which covers those expenses in line with the constitution. His recommendation is to amend the budget to create the room for purchasing gear, which the board would then vote on the amended budget. IE board pre-approval up to $X.
Nigel
On Apr 3, 2016, at 20:43, Rob Salsgiver <rob@nr3o.com> wrote:
Cory,
Not sure I agree with you on the “Votes only need to be held for purchases that exceed the budget “ topic. If I read the constitution correctly:
Director decisions or actions which:
· impact HamWAN finances in excess of $100 USD
· or contractually obligate HamWAN in any way
· or are reasonably judged as significant
shall be announced to all public HamWAN mailing lists. Voting will be considered complete 24 hours after the mailing list announcement of the issue at hand. Decisions shall be rendered approved by a majority vote of the Directors who voted. Directors unfamiliar with the issue at hand are encouraged to abstain from voting. Non-Directors cannot cast votes, although they can communicate with Directors to influence their votes on issues.
I don’t see anywhere in the constitution that having a budget negates the need to have a vote on expenses over $100. Let me know if I’m reading something incorrectly. Even if that is how we are operating now with the $200 limits, technically that doesn’t agree with the constitution.
Don’t get me wrong – I’m not against making it easier to making the spending decisions easier - $100 is far too low for reasons already covered. If we’re going to fix the problem we need to do it right. As far as can tell, the constitution really needs to be amended in order to make this happen.
Cheers,
Rob Salsgiver – NR3O
-----Original Message----- From: PSDR [mailto:psdr-bounces@hamwan.org] On Behalf Of Cory (NQ1E) Sent: Sunday, April 3, 2016 2:28 PM To: Puget Sound Data Ring Subject: Re: [HamWAN PSDR] Quarterly Board Call
We don't need to adjust the constitution to enable most spending decisions. Votes only need to be held for purchases that exceed the budget. Recommend some changes and we can vote on a new budget to replace our current one.
How about something like these examples?
Up to $1500/site may be spent on the equipment needed to erect a new full cell in the network.
Up to $350/year may be spent on lab or demonstration equipment.
Up to $500/year may be spent to replace faulty equipment, as needed.
Current HamWAN Annual Budget (Adopted 2015-02-24):
==========================================
Up to $200/year may be spent on the liability insurance coverage we need to host our equipment at certain third-party owned sites.
Up to $200/year may be spent on internet hosting related expenses such as domain names, server hosting and certificates.
Up to $200/year may be spent on miscellaneous administrative fees, including PO box rental as well as other fees required to keep our non-profit filings up to date.
This budget replaces all existing ones and does not expire until a new one is approved. As provided in the HamWAN constitution, a separate vote must be held for incurring any other expenses over $100.
==========================================
On Thu, Mar 31, 2016 at 3:11 PM, Nigel Vander Houwen <nigel@nigelvh.com> wrote:
Hello All,
I wanted to send out a reminder here with access details regarding the
quarterly board conference call we have coming up.
The call will take place this upcoming Monday, April 4th at 6:30 PM
Pacific time. (The monday two days from now). The board members will
meet to discuss the current state and vote on any decisions necessary
for the org. Members are welcome to dial in and listen, and I make a
point of asking for general feedback on things being discussed before the board makes a decision.
You can join the conference call at the org’s conference line at
1-206-805-8861.
If anyone has things they would like to have brought up on the agenda,
please reach out to me and I’ll be sure to include them.
Currently, the agenda stands at:
Voting to reimburse Bart for the modem HamWAN has acquired from him,
at at cost of $130 Discussion regarding adjusting the constitution to
allow for board members to make reasonable spending decisions without
needing to gather the board for a call, which are presently limited to
less than $100, not even covering the expense of a single modem or
antenna.
Thanks,
Nigel Vander Houwen
_______________________________________________
PSDR mailing list
PSDR@hamwan.org
_______________________________________________
PSDR mailing list
PSDR@hamwan.org
http://mail.hamwan.net/mailman/listinfo/psdr
_______________________________________________ PSDR mailing list PSDR@hamwan.org http://mail.hamwan.net/mailman/listinfo/psdr
_______________________________________________ PSDR mailing list PSDR@hamwan.org http://mail.hamwan.net/mailman/listinfo/psdr
_______________________________________________ PSDR mailing list PSDR@hamwan.org http://mail.hamwan.net/mailman/listinfo/psdr
On 04/03/2016 09:16 PM, Rob Salsgiver wrote:
... If you look at sample bylaws at http://inn.org/about/legal/bylaws/ in section 4.04 you will see the following: ...
$ whois inn.org ... Registrant Name: Kevin Davis Registrant Organization: - Registrant Street: 17514 Ventura Blvd #103 Registrant City: Encino Registrant State/Province: California Registrant Postal Code: 91316 Registrant Country: US Registrant Phone: +1.8185823533 ... I'm sorry that I don't know the extent of the local HamWAN organization, but wouldn't (Washington Administrative Code) WAC Chapter 314-40 be more applicable?
Tony, Actually no, but your note did put me back into the RCWs and WACs which turned out to be a good thing. In specific answer to your question, WAC 314-40 applies more toward private clubs organizing as a non-profit and deals with specific items such as guest/member/visitor status, retail operations, liquor, concessions, etc. Think more of perhaps an Eagles club, private card room, etc. The actual guiding legislation is WA RCW 24.03. Additional information regarding finance issues such as exemptions and deductions for B&O and other taxes can be found in WAC 458-20-169. Additional information can also be found on the Secretary of State’s website, but it also roots back to RCW 24.03. Many other WACs and RCWs are called out depending on what additional classification(s) your organization or Its operations fall under. On the Federal side, IRS Code 501 provides additional requirements if you wish to operate with the benefits afforded under sections such as 501c3. The most basic pieces begin in WA RCW 24.03 – definitions. Limiting things to the current topic, items (2) and (4) identify the “Articles of Incorporation” and “Bylaws” respectively. Although an organization may have a “Constitution” at its root, “Constitution” is not defined or used anywhere in RCW 24.03. There are references elsewhere and it is not uncommon that an organization wishing to legally incorporate will use elements of their constitution in their filed Articles of Incorporation or Bylaws. The Articles of Incorporation are pretty standard and require minimal organizing information. The WA Secretary of State’s online form is found here - http://www.sos.wa.gov/_assets/corps/forms/NonprofitArticles2014.pdf The Bylaws are not required to be filed, but they ARE required to exist. The Articles of Incorporation establish the legal identity and persons responsible for the organization. The Bylaws identify how the organization conducts itself with respect to “regulation and management”. This is where part of the current confusion lies. At the moment HamWAN only has a Constitution published. The current constitution is not structured properly to serve as either the Articles of Incorporation or a set of Bylaws. Both are required. Because HamWAN exists as a legal entity and is able to be found on the Secretary of State’s website, the Articles of Incorporation exist. The situation with the bylaws is less clear. If the current constitution is viewed to be the current set of bylaws for HamWAN, then all of my previous email content applies. The bylaws dictate how an organization will conduct business and addresses such things as financial policy, officer responsibilities and limitations, conflicts of interest, dissolution, committees, appointments, and many other aspects. It depends on the organization as to what elements apply and are contained within their bylaws. In the earlier discussion, the current HamWAN Constitution is published as the governing document on how the group will manage itself – i.e. – in absence of an actual set of bylaws, this is all that exists. The ONLY tool this “constitution” provides the organization for finance is that any expenditure over $100 requires a vote. It does not discuss budgets or other tools or mechanisms that a normal set of bylaws would. Administratively, the board is adopting a budget that (by absence in bylaws) it does not even have the power to do. This is further complicated in that the organization the spending limits in the budget are in direct conflict with the ONLY piece of financial related published “policy” that exists – not in a required set of bylaws but in the Constitution. To be sure, this is a lot of time and energy into what in many respects seems to be a hair-splitting exercise, but it is an important one. A lot of people look at being a non-profit simply to receive donations without having to pay taxes on them. This is definitely a benefit but it is not without responsibilities. Responsibility #1 is to spell out how you will regulate yourself and conduct business. If you operate contrary to that, you risk losing your non-profit status. Worse – you risk losing donations and member or public trust if there are ever questions of management or financial impropriety. At the moment we are nowhere near those situations but the current issue highlights something that we should take the opportunity to fix. A good set of bylaws will go a long way toward eliminating discussions like this for every topic that happens to come up. The bylaws spell out how it will handle itself and most are structured to do a good job of it. Bylaws protect the organization, the officers that run it, and the members that support/believe in it. There is a very nice handbook that is somewhat of a “user’s guide” of sorts that Washington State publishes called the “Washington Nonprofit Handbook” and it can be found at http://www.sos.wa.gov/_assets/charities/Washington%20Nonprofit%20Handbook.pd.... While it does not address creating Bylaws, it does touch on a few other important topics: · Chapter 10: The importance of Acting Like a Corporation · Chapter 11: Function and Authority of the Board of Directors · Chapter 15: Annual Reporting Requirements · Part IV: 4 Chapters on 501(C)(3) · Part VIII: 7 Chapters on taxes that apply and do not The following website gives examples of common pitfalls to avoid in creating Bylaws: https://www.venable.com/SnapshotFiles/a9acafa5-11aa-4faf-ad88-e49127f6cef2/S.... One of the key pieces that applies is Item #9 – Reserve the details for policies, not bylaws. The bylaws usually dictate the “big picture” items – how voting happens, officer responsibilities and limitations, dispute resolution, and granting authority and structure to how finances are managed. The bylaws will often dictate that the board (or treasurer or sub-group) is required to make a budget annually, but the details of how budgets, audits, or other processes are handled are left to the organization’s policies. Policy updates do not require bylaw amendments. In closing Tony, you are correct to point out that there are differences by state. Typically those differences are on the regulatory or tax side of the equation. Some benefits are allowed to non-profits or other corporations that are organized within that state that are not permitted to “foreign” or “out of state” entities. The organizing fundamentals such as bylaws are more universal in nature, but state law DOES need to be reviewed when bylaws are created to ensure they are not in opposition. There are also numerous online sources that highlight some of those issues as well – Home Owner Associations (HOAs) are an example of this. Ok, I’ve killed more than enough virtual trees. Hopefully this was of value to someone somewhere. Cheers, Rob Salsgiver – NR3O From: PSDR [mailto:psdr-bounces@hamwan.org] On Behalf Of Tony Ross Sent: Sunday, April 03, 2016 11:05 PM To: Puget Sound Data Ring <psdr@hamwan.org> Subject: Re: [HamWAN PSDR] Quarterly Board Call On 04/03/2016 09:16 PM, Rob Salsgiver wrote: ... If you look at sample bylaws at <http://inn.org/about/legal/bylaws/> http://inn.org/about/legal/bylaws/ in section 4.04 you will see the following: ... $ whois inn.org ... Registrant Name: Kevin Davis Registrant Organization: - Registrant Street: 17514 Ventura Blvd #103 Registrant City: Encino Registrant State/Province: California Registrant Postal Code: 91316 Registrant Country: US Registrant Phone: +1.8185823533 ... I'm sorry that I don't know the extent of the local HamWAN organization, but wouldn't (Washington Administrative Code) WAC Chapter 314-40 be more applicable?
Thanks all for participating on the board call tonight. I appreciate everyone’s time and input. We had (and please excuse me if I missed you on the list): Ryan, Rob, Allen, Tim, Michael, Bart, and myself. The first order of business was to approve the $130 expenditure on a new modem, as a replacement for a faulty modem at our Tukwila site, which was purchased from Bart. The modem was new in box, and $130 is in line with current retailers, and the vote was approved by Ryan and I, with Bart abstaining. The second topic of discussion, which has been the topic of some conversation on the mailing list already was with regards to how we deal with expenditures in the future. We currently have a standing approval from the board for our yearly expenditures, and the suggestion was to add policy, that allows for a director, with another director’s +1, to replace faulty equipment without the need for calling a full board vote. There are some points of question with regards to the specifics, which I will attempt to summarize: Do we need to constrain the faulty hardware replacement costs to a yearly limit? If the yearly limit is reached, a full board vote is needed. Or, do we consider that a director, with another director’s +1 is enough protection against excessive spending? Do we want to put the effort/process around our current standing approval for our yearly expenditures (domain names, insurance, etc), to make it into a full budget (expected income, expected expenditures, how many new sites can we afford?, etc)? As the topic of setting a spending policy allowing for directors, with another director’s +1 was not noted on the original meeting agenda, we have held off on making a vote with regards to that decision. These topics will be open for discussion for the next two weeks, and the board will hold another call on Monday April 18th at 6:30PM Pacific to make the vote on it. Thank you all again for your time and input! Nigel
Thanks to all who joined in on the follow up call tonight. We discussed the previously proposed spending policy and approved it as written here:
For repair or replacement of equipment owned by the organization, which costs in excess of $100, a director seeking to incur the expense on behalf of the organization shall announce the intent to the board mailing list. Upon receipt of an affirmative confirmation from any other director, the spending shall be approved under this spending policy.
I will also be adding this to the wiki page for future reference. Thanks all! Nigel
On Apr 4, 2016, at 19:40, Nigel Vander Houwen <nigel@nigelvh.com> wrote:
Thanks all for participating on the board call tonight. I appreciate everyone’s time and input.
We had (and please excuse me if I missed you on the list): Ryan, Rob, Allen, Tim, Michael, Bart, and myself.
The first order of business was to approve the $130 expenditure on a new modem, as a replacement for a faulty modem at our Tukwila site, which was purchased from Bart. The modem was new in box, and $130 is in line with current retailers, and the vote was approved by Ryan and I, with Bart abstaining.
The second topic of discussion, which has been the topic of some conversation on the mailing list already was with regards to how we deal with expenditures in the future. We currently have a standing approval from the board for our yearly expenditures, and the suggestion was to add policy, that allows for a director, with another director’s +1, to replace faulty equipment without the need for calling a full board vote.
There are some points of question with regards to the specifics, which I will attempt to summarize:
Do we need to constrain the faulty hardware replacement costs to a yearly limit? If the yearly limit is reached, a full board vote is needed. Or, do we consider that a director, with another director’s +1 is enough protection against excessive spending? Do we want to put the effort/process around our current standing approval for our yearly expenditures (domain names, insurance, etc), to make it into a full budget (expected income, expected expenditures, how many new sites can we afford?, etc)?
As the topic of setting a spending policy allowing for directors, with another director’s +1 was not noted on the original meeting agenda, we have held off on making a vote with regards to that decision. These topics will be open for discussion for the next two weeks, and the board will hold another call on Monday April 18th at 6:30PM Pacific to make the vote on it.
Thank you all again for your time and input!
Nigel _______________________________________________ PSDR mailing list PSDR@hamwan.org http://mail.hamwan.net/mailman/listinfo/psdr
participants (4)
-
Cory (NQ1E) -
Nigel Vander Houwen -
Rob Salsgiver -
Tony Ross