MCAA Bylaws 2023

Interim Processes and Procedures

Approved by the Council, January 2021

Rationale

1. These processes and procedures are intended to guide the council as soon as they are accepted. They will likely inform those council procedures eventually created for the Association bylaws, but at this point are intended as interim processes to be used before the bylaws are crafted and ratified. Once the MCAA bylaws are ratified, the council procedures included in those bylaws will supersede these interim procedures.

2. These procedures are envisioned as supporting values of: Common expectations, diffusely-distributed power, democracy, deliberation, consultation, equanimity, clarity, ease, and transparency.

Authority

• The council is a democratically-elected, voluntary body which derives its authority from the membership of the MCAA.

Process

• The council governs itself using Robert’s Rules of order. An informal or less elaborate version of the Rules is welcome.

• The council uses Zoom or a comparable virtual conferencing platform for its meetings, during which most council business is conducted.

Quorum and Voting

• A quorum is established as seven members. With fewer than seven members present, a vote cannot be taken.

• A vote is carried by simple majority.

• Any decision that requires significant discussion and/or a full-council vote cannot be made over email. This does not apply to:

  • Approving minutes

  • Working together on and/or signing off on written documents, especially communications to the Association

  • Signing off on action items undertaken by an individual or Work Group, as requested.

Officers

• The council shall have a Moderator, Clerk, and Treasurer.

  • These are service positions and do not carry any additional authority on the council, other than in terms of practical responsibilities.

  • These positions are immediately needed; additional offices may eventually also be needed.

  • It is desirable that there be as few offices as possible to effectively accomplish the work of the council.

  • These offices may eventually map onto positions legally required to achieve nonprofit status, but should not be understood to carry the power popularly associated with such positions as “board president,” etc.

  • Each officer may hold only one office.

  • Officers are elected from among the council, by the council, by secret ballot.

    • Nominations should be taken from among the council.

    • Self-nominations are permitted.

    • Voting by secret ballot should be undertaken quickly and simply. In the event of a tie, the winner will be chosen using a random number generator or some similar random selection process.

• Moderator

  • The moderator’s primary responsibilities are holding the agenda and leading the meeting.

  • The moderator shall have discernment over the agenda, prioritizing and ordering items based on an understanding of council and Association priorities, urgency, etc.

  • The moderator is elected for a term of one year or until the full MCAA bylaws are ratified, whichever is shorter, and may not serve consecutive terms.

• Clerk

  • The clerk is responsible for keeping minutes of council business and posting them publicly as required. See Minutes section, below.

• Treasurer

  • The treasurer has practical responsibility for the Association’s bank account, PayPal account, paying bills, and other financial duties.

  • Ideally, the Treasurer should serve on the Resources Work Group.

Agenda

• All council members may submit items for the Agenda.

• It is encouraged that council members specify the requested amount of time for an agenda item, especially if it requires significant discussion.

• Council members shall submit items for the Agenda to the moderator no fewer than 48 hours before a meeting.

• The Moderator shall circulate the agenda for a meeting to all council members no fewer than 24 hours before a meeting

• Urgent or emergency items may be brought later than 48 hours before the meeting if the occasion requires it, and at the discretion of the moderator.

• Association members, other community members, or others who have business with the council can also request to be put on the Agenda, at the discretion of the moderator and in consultation with the council.

Minutes

• Minutes should capture the broad contours of discussion and record decisions and votes taken in open meeting. They do not need to indicate detailed dialogue or identify speakers.

• Minutes should indicate when the council went into closed meeting, and what the subject of discussion was.

  • If a decision is reached in closed meeting, that decision should be recorded in the minutes unless doing so would betray sensitive information.

• Minutes should be approved by the council before being publicly posted.

• Minutes must be posted to the MCAA website before the next meeting of the council.

Open and Closed Meeting

• As a rule, meetings should be open; that is, minutes should be public.

• Closed meetings may be utilized for sensitive subject matter.

• Agenda items may be designated for closed meeting discussion at the discretion of the moderator.

Council Work Groups and Committees

• Council Work Groups are informal, and formed of council members working on council business. They may include non-council members as required. Committees are formed of association members working on association business. Committees are charged by the council to work on MCAA projects. The council encourages broad community participation in developing initiatives and projects, and Association members are encouraged to contact the council with ideas for potential committees, and to form their own informal interest groups outside of the council’s committee structure..

• Both Council Work Groups and Committees should regularly communicate back to the council.

• Council Work Groups

  • Council Work Groups are established to facilitate division of labor, especially regarding ongoing, routine responsibilities. Not every task or project is required to happen inside a Work Group. Currently, three Council Work Groups have been established: Communications, Resources, and Governance.

  • Communications Work Group’s Responsibilities

    • Working with the webmaster on the MCAA website

    • Working with Facebook moderators and any eventual related committees on Facebook and other social media accounts

    • Maintaining alumni contact data

    • Member outreach

    • Maintaining MailChimp or other email program

    • Drafting communications from the council to the MCAA and other bodies, with the consultation of the full council

    • Regularly checking the council email account

    • Sending emails to the Association membership as needed

    • Other responsibilities as needed

  • Resources Work Group’s Responsibilities

    • Maintaining the MCAA’s bank account, PayPal account, etc.

    • Paying bills as needed

    • Maintaining the Threadless Store

    • Fundraising

    • Serving as point of contact with other organizations, in consultation with the full council and input of the Association

    • Other responsibilities as needed

  • Governance Work Group’s Responsibilities

    • Creating council procedure, subject to council approval

    • Creating Association bylaws, subject to council approval and ratification by the MCAA membership

    • Creating language to charge elected and volunteer committees and work/project groups

    • Researching and communicating legal requirements for achieving nonprofit status

    • Other responsibilities as needed

  • Council Work Groups are expected to periodically report to the full council on their activities and decisions.

    • Simple reports requiring no action may be submitted by email to the council up to 48 hours before a meeting.

    • Council Work Groups may ask the full council to sign off on a simple decision or action.

      • In the case of very simple items or items previously discussed by the full council, this may be done via email.

      • For more significant items, Council Work Groups may

        • Submit a report via email to the full council, and request that a vote be scheduled for the council by submitting an agenda item to the moderator within 48 hours of a council meeting

        • Submit a report via email to the full council, and request that a discussion be scheduled for the council by submitting an agenda item to the moderator within 48 hours of a council meeting.

• Committees

  • The council may issue charges to a variety of association committees as it sees fit. Committee authority is derived from the council’s charge to each committee.

  • The Archives committee, charged by the Interim Alumni Council, is such a committee.

Relationships with Other Organizations

• The council should not enter into any formal agreement with any other organization without significant discussions among the full council and consultation of the membership.

Term Limits

• Because we are in the unique situation of having all nine council members new this year, it is desirable that we stagger our term limits so that new council members can be brought on gradually.

• Where a regular council term limit is determined to be 3 years, three of us shall serve 3 years, three shall serve four years, and three shall serve 2 years.

• We will determine who serves what length of term based on the desires of current council members, and a random selection process.

Resignations

• In the event that a council member must resign before their term is up, their seat shall be offered to the candidate with the next highest number of votes in the last election, unless the resigning council member’s term has fewer than three months left before it expires, in which case the seat shall remain empty until the next election. Resigning council members should give the council as much notice as possible before resignation. Resignations should be issued in writing to the entire council. Council members appointed to fill a resignation in this way shall serve only the remainder of the term to which the original council member was elected.