Talk:Draft of proposed By-Laws

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Drop any references to claiming any part of the Moon and you should be left alone long enough to get something done. U.S. and signatory nations to the '67 UN 'Outer Space Treaty' cannot subborn an act that is clearly in violation of the treaty provisons banning private appropriation of the Moon 'or any part thereof'. They will move to shut you down if you actually try to launch or attempt to actually stake a claim. You do NOT want a legal war over this as you will lose. . .AFTER you have racked up so much debt the orgnaization would have to fold.

^^^^^ Not sure what this is in reference to on preceding age ^^^^^

A1 S1 - perhaps the BOD should approve (en mass) the memberships acceptance of new members? checks and balances.

A1 S2 perhaps Founding member would be better pronounced Founder member. Allows us to run around as founders instead of f***ing members. Is there any legal ramifications of such a title change? This would parallel the naming of Patron (patronising) Explorer (exploring), Settler (settling), and Student (studending/studing :) Members.

A1S3 the establishing of procedures needs to be voted on, not just published by the membership committee. I assume the procedure for passing resolutions and other issues of governance will be covered in a later article.

A1S4 Should all membership dues be for the same period with all membership renewing on the same date ? This would allow for a unified "pay - your dues and vote on this years plan' style operation. It also gives an excellent opportunity to publish an annual report and financial statement. Members could join with a partial payment for the remaining annual membership.

A1S5 this one seems a little odd. I think it is the RESPONSIBILITY for the BOD to solicit input and support form individual members, not really an option, but don't really know if it goes in this article. The voting and record keeping seems to go in this article, possibly with it's own section ???

GES 5/13/09

No one else is commenting ???

On AIV should some provisions be made for telecommuting (tele-attending ?) the general or Directors meetings ?

ges 5/20/09

DRAFT OF BY-LAWS

I finished the Draft of Articles IV, V, and VI, for review and comment; Rick

in reverse order - I think that the Tele-commuting issue has been addressed by the provision for Members or the BOD to take actions by 'counterpart' signature/date documents; good question, please see Sec. 3, Art. VI, added today.

As to GES comment about 'Founders' - I think what we are do-'ING' now, presently, is Found-'ING'; hence, upon adoption of By-Laws and completion of the First and Organizational Meeting - we - the Founding Members - will slip quietly into the past tense, as the 'Founders' for historical context; but we would carry forward as General Members.

I agree, the BOD, as initial Membership Committee, should approve all of the Founding Members as the initial General Members, by a Resolution at the 1st & Organizational Meeting; and should then develop an Application Form and process for review and approval of subsequent Member prospects, to be accepted by Resolutions, at future BOD meetings. - could use some help on form and process, anyone?

Dues - there is a blank line, to be filled in by us - the Founders, about an amount for annual dues- by each of us, then by new Members added later. What are we willing and able to pay/donate, now, to get OpenLuna started? I put a $50 charge on my credit card, to pay the incorporation fee to the Colorado Secretary of State; I would deem that $50 as my initial dues, but, for what period of time? Others of you have 'fronted' your own funds for the benefit of OpenLuna, in various ways; I did see a receipt for the cost of printing, for OpenLuna business cards, 'fronted' by someone. If I am going to set up the initial set of books for OpenLuna, I will want receipts (copies) for expenditures each or any of you have made, 'fbo' (for benefit of) the entity. If someone has made large expenditures, we should treat that total amount, minus $50 [or whatever amount we designate] for 1st year/initial dues, as an Account Payable, by OpenLuna, to the individual Member; it would be nice to have the documents/copies, in support of these transactions 'out on the table' so we can discuss, decide and Act, by Resolutions at our 1st & Org. Mtg. - this month!!! As you will note in the finished 'Draft' of our By-Laws, I designated our fiscal year as July 1 to June 30; therefore, we should review, final 'fixes' as needed, agree to adopt By-Laws, and conduct our 1st & Org. Meeting - NOW - before end of June; it will serve as our 1st Annual Meeting; we would run a long year, a few days (June 2009) to end of our first full fiscal year, June 30, 2010; hence, our next annual meeting of Members, and BOD would be scheduled next June or July. From that, should my $50, as dues, carry me to next June, or renewal as of July 1, 2010? The same question would apply to each of you who put money into/'fbo' OpenLuna over the past year or so.

Please send me your receipts/copies, with a brief explanation, so we can resolve these matters; Paul will call to schedule a teleconference Meeting, for our 1st & Org. Meeting, soon. Rick


---

A-V One thing that is important to Paul and I is the financial statement. We have seen other organizations misappropriate funds, or at least use funds in ways not in the intent of the original donation. I think we discussed a 'open books' policy that would explicitly state all incomes and expenses with a tag describing intent and disposition. At the time we talked about this being on the website. the whole 'open' thing. Should we add to Article V a part about open books?

GES 6/4/09

---

I agree with Gary here. I think an enumeration of the open financial statement would be good. However I am prepared to vote "Yes" in the current form, saving the operational specifics for the first amendments to the bylaws.

J. Harris 6/8/09

---

Hello :)

I have skimmed the by-laws and failed to find anything that seemed obviously in-appropriate. Reading the comments here, I agree with the open-book financial thing. I might suggest specifying where funds can be invested if ever we start raking in more than we dish out, for example, requiring investments to always be in guaranteed payback form, ie, risk free. Could save huge head-aches down the road, as you hear about financial shenanigans once a week these days.

Something I found quite interesting was the stipulation that general members must be 18 or more years old. I guess that is because they have to pay to become general members, and under that age they can't be trusted to really know whether they want to invest or not, and we don't want to be branded as coercing money out of them. The other question would be: Can a founding member be a student member, and therefore not pay any dues while they remain a student?

Something else I might suggest is specifying what happens to funds contributed by members beyond the standard membership fee. Is there any kind of system of recognition in place? Will somebody who contributes a thousand dollars to the cause be recognized more than another who contributes a thousand dollars worth of equipment, or a thousand dollars worth of time and effort? (In my opinion, we will most want to thank those who contribute time and effort).

A final thing I found interesting is that new members have to request membership, and their membership has to then be voted on at either a scheduled or special meeting for the purpose. Wow. You're really taking this membership thing seriously! The million dollar question: What would make the membership committee refuse a new member? Is this organization going elite, or is that sentence in there just to prevent criminals becoming members?

anyway, my two cents worth,

cheers,

-Mike :) 6/8/09

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I like everything I've seen - fiscal transparency is important, and I like that there's an option for student members with NO dues, instead of reduces dues. Even $25 is a couple of meals for a college student, which is significant.

I should be a bit more active now - I'm moving at the beginning of July to Norfolk, but school is done (whoo!).

-Emily 6/9/09

NEW -- ADDED 6/9/2009, 1:15 pm., MDT, by Rick - PLEASE see Art. V, Sec. 1, new language-***

I have addressed the concerns for financial reporting; it would usually be a task of the Officers, such as the Treasurer, and subject to the direction of the Board. We should be able to provide, for Board & Members use, a 'narrative' format, which would include "Sources and Uses of Funds"; 'Sources' would show categories such as 1.]Member Dues; 2.]Contibutions - Individual; and Corporate/entities; 3.]Grants - by governmental or institutional entities; 4.]Revenues - from fees for services, or sales of products & services; 5.]Other - might include contract revenues. "Uses" would include our 1.] Costs, for producing revenues, as in items 4. or 5., above, such as Purchases - of goods or services from others; Labor - as wages to our people, or contracted labor or services by others; 2.] Overhead, such as Office Rent, Heat, Lights, other utilities, supplies, telecommunications expenses, etc., 3.] G & A, or 'General and Administrative' Expenses, such as a filing fee, to incorporate, or to apply for tax exempt status; Service charges, by banks, other entities with whom we do business; postage, printing, supplies, stationery; 4.] Deferred Expenses - such as 'R & D' or Research & Development - I saw pictures of some unique wearing apparel for those who would venture into outer space, along with comments by several of you, that 'WE' - OpenLuna - could become involved in the production and sale of such items; who has done the 'R & D' for a product such as that?; it would fit the nature of a Deferred Expense, with a hope of recovery, by amortizing the outlay, carried on our books, over an extended period to allow for future sales to help pay back our outlay, or 'investment'; If we do not advertise and sell the 'suits' in a quantity to recover our investment of funds - some from each of you - we would eventually have to recognize a 'Loss' --- sorry, there are no 'guarantees' in this or other aspects of life. We will try to be 'prudent' in analyzing opportunities, and 'practical' in ventures we undertake, for the benefit of OpenLuna, and do so to the best of our ability - collectively as well as indivdually.

Concerns about MEMBERSHIP: 18 yrs. is the age of majority, according to most States; it enables one who has passed from adolescence to adulthood to enter into, and be bound by contracts or other similar obligations as a responsible adult. yES, PERSONS should apply for, or be proposed for Membership, - before becoming Members, in any category. It is for both preventive reasons, as well as a provision - due process - for remedy. Experience - is said to be a good teacher; an eligible veteran walked into my American Legion Post, filled out an application and tendered his dues; our Membership chairman accepted his money, issued a membership card to him; he got drunk, accosted - or worse - two women, one in the parking lot, all on his first night. Complaints, and threats came up; our Membership guy sent him a letter and his money; advised him he was not accepted as a member of our Post, based on his "conduct unbecoming..."!! He could have sued, or petitioned for reinstatement, because of the backwards way we handled it. We could have filed a criminal action or complaint for his conduct; however, neither of the long-time members of our Women's Auxiliary - and friends, were up to the hassle of filing a complaint, then having to testify, etc. Needless to say, we amended our By-Laws to provide preventative 'screening' procedures, henceforth. That was July, 2007; I have seen other "issues" arise, i.e., when someone becomes associated with a group, as in a Member; but then holds him/herself out as an official (or something they are Not) and on behalf of the 'group' makes commitments, contracts or other actions which could impair, or at least cloud the Name, reputation or 'good standing' of the group or Entity. We are about to become a formalized Entity; it behooves us, to the best of our ability, to prevent the kinds of pitfalls, bad practices, even criminal type conduct that we are all aware has happened - throughout human history - as a function of human frailty. Agreed, we should even maintain a commitment to 'checks and balances' upon ourselves.

As an accountant, I learned long ago that when I add columns of numbers, down (called 'footing') that I should then add the same numbers in rows, across (called 'cross-footing') as a double-check on Myself!; I hope you would not expect me to do less with regard to OpenLuna or any of you.

I appreciate the feedback from several of you. I have tried to address the questions and ideas you have included in your comments. Some of these matters seem to fit "Policy" issues, which would become the responsibility of the Board of Directors, with input from the 'Founders' now, and the Membership, generally and into perpetuity. "Procedural" matters should be seen as responsibilities and duties of the Officers, who will be named/appointed by the Board to carry out the day to day affairs, or activities of OpenLuna, and who would do so pursuant to "the authority and direction.." of the Board. "Policy" issues are usually handled by Resolutions, either by the Board of Directors, at a regularly scheduled meeting, or by the Members, at the annual MEMBERS Meeting, or by either group, at a 'Special' Meeting of the (BOD/Members) called for that purpose, and according to our By-Laws.


Debi-Lee 6/9/9

The membership acceptance process seemed exorbitant to me too. I see from above why but I don't see how we can screen in any effective way. But I can go with it. It just seems like membership management becomes a burden the way it is listed.

I think we need to give some thought as to how the membership roster will be maintained, i.e. database, to handle who is an active member and how to attach their votes for accurate accounting. Do we have such a beast? Do we have a place for it? Who maintains it? I think that effects the cost of membership. Minimum $50. It has to be cost effective to put that much work into it. How do we track their contributions. For the various membership levels Patron, Explorer, Settler, is that for any one year's contribution. Or can it be cumulative? So that after 5 years, a general member becomes a patron... etc.

AII Section 7 was unclear.

I think they need a bit more work before being adopted.

AIII-S1.

appointment of the Nominating Committee must be 30 days before the call of the annual meeting. So the committee is formed 60 days from the date of the meeting, has 30 days to recruit nominees and post the list 30 days before the meeting. Yes?



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