[HamWAN PSDR] Quarterly Board Call

Sun Apr 3 22:01:17 PDT 2016

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 at 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 at 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 at 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 at 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 at 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 at 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 at hamwan.org
>
>> http://mail.hamwan.net/mailman/listinfo/psdr
>
>>
>
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>
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>
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>
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>
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>
>
>
>
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