I've heard the BOD has been encouraged to make 503's non-profit status end quietly by removing the feeding tube (not paying for renewal.)
Has anyone really performed a written, detailed analysis of the risks and rewards of such a move?
I first wrote about this back in May. I'm actually researching a follow-up on this very subject. You can expect more news when that work is complete.
"An intractable problem can only be resolved by stepping beyond conventional solutions." — Ozymandias
Great news! Thanks for paying attention. What I've heard is sketchy, and sounds like it is being treated more like a housekeeping issue by the staff and BOD than anything of substance. If that is so, I don't know if that conclusion is right or wrong, but it seems like a detailed analysis should be provided,and I would wonder if such a change can really be performed merely at the Board of Directors Level or if it should come before the General Council or a membership vote.
Now, is the motivation behind this issue a way to enable email or conference call voting for BOD matters? If it is, that is a pretty important matter, IMO. Especially in the case of email, wouldn't that enable voting on important matters without opportunity for presentations, questions, discussion or debate? I don't think we want to go there.
BTW, thanks for creating this site. A site like this is a wonderful thing for members. We need to get the word out somehow. I don't think it's intentional, but we are completely excluded from so much of the goings on in our union. Yes, we can pontificate about the need for representational government, but then we always need to really make sure we are truly representational. For instance, sometimes only leaders are polled, and we just have to do better. Unions are about the members. Our leaders are wonderful people, but they generally really represent a narrow band of the memberships thoughts and priorities. They need to be reflectors of light, not the source.
Also, as it is, probably more because of expediency than secrecy, there is a shroud of darkness around union operations. Every member should have full access to all union matters, large and small, readily accessible on the web site. For instance, all approved minutes of the BOD, all standing and special committees, CAPE, etc. should be there. When members have a question it should always be answered in a reasonable time period. As for discussion boards, maybe it's better to have them independant such as this one.
BTW again, you are financing this out of pocket? Perhaps you should have a way folks could contribute to paying the monthly expense, though I hope it is small.
I'll be talking more about the history, as I know it, in my follow-up.
As for the site, you're welcome. And so are the rest of you that are reading this site. I think the biggest thanks people can give is to start posting. Discuss the issues. Ask questions. So for that, my thanks to you, John.
I may be prejudiced in the matter, but I firmly believe that we should have a separation between the official site and the place where members go for discussion. This separation-of-duties provides a couple major benefits:
And on that note, yes, this site is entirely funded privately. If the day comes that the costs rise too much, we may decide to ask for donations. Right now, that isn't an issue. Plus it gives a certain, almost unimpeachable, autonomy to running the site as we see fit.
That means we can allow everyone in SEIU Local 503 to participate on the site. Even anonymously. We do have certain standards regarding what we consider to be proper netiquette, but for the most part, this site is meant to be self-policing. Members (of the site) help decide what is, and isn't, acceptable.
There are some interesting challenges that we still haven't got the answers to yet. But that will have to wait for another time.
FOUND IT! Ah, you have looked into this question in your May post about Hell Freezing Over. Good insights! I look forward to your follow up. As I pondered your questions about the advantages of non-profit status, I also recall that SEIU International and some Locals have obtained grants for various purposes. I'm not sure, but I think losing the non-profit status might preclude 503 from obtaining grant monies as well, which might be useful in these tough times.
I'm not at all an expert on these matters, in fact more of a bumpkin, but I'm wondering if an advantage would be that if we are 501 3C we cannot use dues for political purposes, but could do so if we lost the non-profit status. Or perhaps that it covered by seperate law. I think there is also a 501 4 or 5C that are also non-profit categories that do allow political activity, but I'm not sure if we qualify for either of those or what the other trade offs might be.
Ok, so letting the non-profit status quietly lapse through non-payment was first approved by the BOD with very little information, discussion or debate as advised by legal counsel Mark. Subsequently, someone discovered that the status and it's regulations didn't just go away by non-payment of the fee, so this was tabled indefinitely. Is this correct? I'm also wondering, was there substantive discussion over whether the BOD has the authority to effect such a fundamental organizational change without a General Council resolution?
There was varied discussion about the original status of the Union, the changes made over the years, and whether the Board of Directors has the authority to make such a change. I haven't heard anyone discuss that the status doesn't go away if we don't pay. Nor was it tabled indefinitely at the last Board meeting.
First, based on my recollection and independent research, 503's corporate status surfaced late last year because of questions about decisions being made via email - essentially, email meetings. (The board was asked via email to approve recommendation of replacements to a state-wide committee and a board member strongly objected to voting by email. The board has done business, occassionally, this way, in the past...) Upon researching this question, it came to light that 503 is a mutual benefit nonprofit corporation and email meetings are prohibited under ORS Chapter 65 - which 503 is subject to as a nonprofit corporation. But, that seems to have been lost in the ensuing discussion.
The decision at the May 2009 board meeting to let the corporate status lapse, by not paying the fee, was introduced as minor housekeeping. The vote to approve this was very close and many board members expressed concerns that they did not have adequate information, advice or time to discuss it properly.
(I checked with the Secretary of State, Corp Division, and what actually happens is the SoS does an involuntary dissolution. If a corp comes forward and pays delinquent fees and files annual reports, they are reinstated. So, not paying the fees doesn't really dissolve a corp. A corp needs to take several specific actions to properly dissolve.)
At the July board meeting there was a motion to rescind the prior motion, which passed. After additional research, 503 legal counsel told the board it was more prudent to have GC deal with the corporate status via a resolution. Legal counsel also revealed a GC resolution from 1981 to amend the articles of incorporation that was never implemented. And counsel told the board it is not a legally configured board. Questions about the pros and cons of taking action or not taking any action were never adequately answered. There were also several motions for 503 to get in compliance with the articles of incorporation. Those motions failed and at the end of the discussion, one motion was tabled indefinitely.
So, if it is not a legally configured board and does not have the authority to change the corporate status, how does it have the right to make a recommendation to GC? And does it have the right to carry on day to day business?
Wow. These are important issues. I would think that if the Board is not legally configured then it's motions cannot be carried out. Especially now that the board members and admin. have been made aware of it. But the board is deciding to do nothing? What is going on?
Also, I am very concerned that we have a resolution from 1981 affecting the articles of incorporation and it was never carried out? Is this the reason we are not legally configured, or is that another matter? Can you elaborate on the reasons we are not legally configured?
Somebody needs to do some digging. How many GC resolutions have never been executed, and who will be accountable? Are GC resolutions getting reduced in status to that of a suggestion box?
Good questions! There were many similar questions at recent board meetings about this but they were never clearly answered. It does not appear that the board is taking any affirmative action to correct this. I agree that, since they know about it now, they should be doing something - anything!
The 1981 resolution had to do with the purpose statement in the articles of incorporation. No back story on the resolution itself but it clearly stated that the articles of incorporation were to be amended. It was not done and a motion at the July board meeting to implement that resolution failed.
The problem is the articles are clearly inconsistent with the 503 bylaws. The description of the board is radically different.
The bylaws of 503 state we follow state and federal law. It also states Roberts Rules of Order are followed. The SEIU ethics policy states we follow state and federal law.
Chapter 65.061(2) states the bylaws may contain any provision for managing and regulating the affairs of the corporation that are not inconsistent with law or the articles of incorporation.
The articles are inconsistent with the 503 bylaws and the articles take precedence. Roberts Rules of Order also state the articles take priority.
And Chapter 65 directs that members have to vote on amendments to the articles.
So, not sure what the next steps are or could be but clearly something needs to happen...
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