These bylaws are in no way intended to be legally binding, or even permanent. They are proposed to provide structure for the formation and operations of the Shift Board of Directors.
1. Preamble
All members of the board agree to assume the best intent of other members, and to be respectful of each other, even when in disagreement. We aim to work toward resolutions and agreements, and will attempt to involve as many stakeholders as possible in our decision making processes, when relevant.
2. Purpose
The Board of Directors (henceforth known as “the board” or “BoD”) exists to direct the actions of Shift.
3. Size and Composition
The BoD will consist of a board of no more than 20 members. Each member of the board has equal power and no limits on the length of time they may serve on the board.
Members of the board and the greater Shift community have expressed desires to have a diverse board. In the interest of equity, further board recruitment should focus on non-male-identifying, non-white members. These two factors were chosen because the cycling community in Portland is majority white, and majority male-identifying.
4. Voting
The BoD makes decisions based upon a modified consensus process.
Quorum
Quorum is required for a vote to be sustained. Quorum is more than half of the active board members. Votes collected online will count towards quorum.
Process
Any member of the board may add an item to the agenda for a vote. Items requiring a vote from the board should be added to the agenda no less than 48 hours before the next meeting. During the vote, board members have four options: YES, NO, ABSTAIN, and MAYBE. If everyone votes yes, the item passes. If one person votes no, then the item fails. If three or more people vote maybe, the item fails. Otherwise the vote passes, as long as quorum has been reached, and there has been at least one yes.
If an item is added to the agenda for a vote when there is less than 48 hours before a meeting, then all members have a period of 48 hours within which they can submit their vote, beginning from the moment when the item was added to the agenda. This gives the board flexibility to initiate a vote on short notice, but still gives board members a chance to consider the item on which they are voting. Votes submitted in this way will follow the rules for “Absentee Voting”.
Absentee Voting
Board members may provide their vote on any items requiring a vote in that meeting’s agenda by email to the Shift BoD google group (shift-bod@googlegroups.com) in advance of a board meeting. This should happen 24 hours prior to the board meeting.
Votes taken outside of meetings
This addresses how a vote functions that happens completely outside of a Shift BoD meeting. A vote can only take place entirely outside of a meeting if the vote pertains to urgent or time sensitive matters. It is the responsibility of the board member calling for the vote to explain why the vote is urgent or time sensitive. Quorum for these votes will be more than three quarters of the active board. Any member of the board may initiate a vote by emailing the Shift BoD google group. Voting will take place as described in the “Voting” section of the Bylaws. The voting period will be four days, beginning from the moment the email was posted to the google group.
5. Removing a Board Member
Board members do not have term limits, but may resign voluntarily or be voted off the board. Any vote to remove a board member will count that member’s vote as abstain. Then the rest of the board may vote using the voting process outlined in the bylaws.
6. Inactive Board Members
Board members must have attended at least two of the last four board meetings, including the current meeting if this count is tallied at a board meeting. Any board member who doesn’t meet that requirement becomes an inactive board member. Inactive board members may not vote on items presented to the board for voting and do not count for quorum. They may still serve on committees. If that person was a committee chairperson, that committee will need to choose a new chairperson. An inactive board member may become active again by attending two out of four consecutive meetings. No vote is necessary for this to happen. An inactive member still counts towards our total number of members.
7. Adding New Board Members
Eligibility
Eligibility for membership to the Board requires that a person has attended two of the last four Board Meetings. If there are vacancies, eligible candidates can be approved as new Board members by a vote of the existing Board. The person can be voted on to the board at the second board meeting that they attend by a vote of the board. This vote can take place at the beginning of a meeting; if approved, the new member will immediately be able to vote and take part in other board business.
8. Committees
Committees can be created or dissolved by a vote of the Board as needed to conduct Board business. Committees may be permanent or temporary.
Each committee has a chairperson, who must be a Board member. Other committee members are not required to be Board members. The board has the power to decide who will be the chairperson of each committee, though committees may choose their own chairpeople in absence of direction from the board.
Committees are expected to be able to report on their status at each Board meeting. Any member of a committee may report for that committee, including non-board members of that committee.
Committees may use the same voting model that the board uses, or they may choose to adopt a different model.
9. Conflicts of Interest
Board members are expected to make a good faith effort to act in the best interests of the organization. Board members are responsible for disclosing any potential conflicts of interest to the Board. Board members must abstain from a vote if they have a conflict of interest.
10. Updating bylaws
Changes to the bylaws require approval by a vote of the board.