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Notes on the Draft Bylaws

Notes from the Ad Hoc Committee on Incorporation, To Accompany Draft Bylaws

1. Length of by-laws:  While Friends might prefer to have a briefer set of by-laws, we believe that the ones we have drafted provide the most succinct and most comprehensive approach to addressing 17 essential elements governed by the New Mexico statute (which has 99 sections).  Ours are a little longer than those of some other religious groups because Quaker process and values often diverge from conventional practices. Issues not addressed by our by-laws are automatically governed by the statute

2. Members of the Corporation:  Attenders of Monthly Meeting are welcome to participate in the deliberations of the Corporation.  Corporation members are those recorded as Members of Santa Fe Monthly Meeting, and decisions of the Corporation rest with members of the Corporation.  This was a hard one, since attenders are a valued and invaluable part of the life of the Meeting, but seems to reflect the direction of discussion at the October business meeting.

3. Corporation directors:  Corporation directors shall be 3 members of the Monthly Meeting, plus the Clerk of the Monthly Meeting as an ex officio director.  If the Nominating Committee discerns and the Meeting agrees, other Meeting officers could be Corporate directors.  We feel that requiring Meeting officers to be Corporation directors would be too limiting.  Over time many capable Meeting officers have not been members of the Meeting (of at least 15 quite active attenders who are not members, several have been Clerk of Meeting).  It is also possible that people who are willing to be officers of Meeting would not want the additional responsibility of being directors of the Corporation.

4. Clerk as ex officio director:  There are many reasons to have the Clerk of Meeting be an ex officio director. 

a. Our primary concern about having the Clerk as a regular director was that if the Board were involved in a complicated and prolonged transaction, such as negotiating over a purchase or sale of property, it would be asking too much of the Clerk to pay full attention to that as a director and also to attend to the Clerk’s duties.
b. Having the Clerk serve as an ex officio member rather than a regular director avoids concentrating too much authority in the hands of an individual who already represents the Meeting to the outside world.  Also, the talents and gifts needed for being Clerk might well be different from those for serving as a regular director.
c. In our view, the Clerk of the Meeting is similar to the Executive Director of a non-profit organization, who attends board meetings to keep abreast of board decisions so that these can be conveyed to others, and to present information and proposals for future actions to the board.  A non-profit executive does not facilitate the board meetings; that is the role and responsibility of the president unless delegated.  And because there is opportunity for conflict of interest, the executive does not (vote, in Robert’s world) and does not engage in undue influence on the directors (in the Friends’ world).
d. In our case, the Clerk could be a useful link to Meeting about events, and reassure those who need reassurance that the Board of the Corporation would not operate without the knowledge of the Meeting. 

5. Titles for officers of the Corporation:  Differentiating between titles of Meeting officers versus officers of the corporation helps prevent confusion.  The form for the annual report to the state uses the titles of president, secretary and treasurer.  We are not required to use them, but it is convenient to do so.  As our Faith and Practice notes, some meetings use the term “presiding clerk”.  “Secretary” is a title sometimes used in Quaker organizations (FCNL uses that term to designate the executive director).

6. Duties of the Corporation:  As spelled out in the sections on Purpose and Director responsibilities, the corporation exists to “provide facilities for worship and related activities of the Monthly Meeting, and to hold, maintain, and dispose of property thus used.”  The Board of Directors with the guidance of the Monthly Meeting shall manage the business of the Corporation.

7. Amount of time required for notification of need for Corporation meetings:  10 calendar days seems sufficient to us, but we have no problem with 10 business days if the Meeting desires that.

8. Committee’s attempt to reflect Meeting’s concerns:  We are clear that this document and process is the Meeting’s, not ours, and we have greatly appreciated helpful suggestions and Friends concerns.  We have endeavored to incorporate these contributions where, in our judgment, they do not undermine the practicality and effective integrity of the incorporation document.

Also, we believe that it is appropriate for the Meeting’s decision on this final draft to be corporate discernment representing the Sense of the Meeting—the Meeting in its entirety.  So if after posting this final draft and after Friends have given it careful weight and consideration, there is further need to understand the reasoning of the Ad Hoc Committee, this would preferably occur at business meeting.

9. Review by lawyer qualified to practice in New Mexico:  If the Meeting decides to incorporate, the articles and by-laws need to be reviewed by a lawyer qualified to practice in this state.  The Ad Hoc Committee requests Meeting’s minute on incorporation to authorize the clerk to have a qualified lawyer review the bylaws.

10. Further work by this Ad Hoc Committee:  We think that after due consideration, if Friends want to modify the by-laws further, then Meeting should appoint another committee to do so.  In the meantime, Meeting’s concerns about individual liability will continue.

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