Page 1 of 4 1234 LastLast
Results 1 to 10 of 32

Thread: NOTICE OF VOTE TO ACCEPT RESTATED CERTIFICATE OF FORMATION

  1. #1
    Administrator Walter Walker's Avatar
    Join Date
    Aug 2002
    Location
    Waco Texas
    Status
    Expert
    Bike #
    43R
    Posts
    5,752

    Exclamation NOTICE OF VOTE TO ACCEPT RESTATED CERTIFICATE OF FORMATION

    January 18, 2021

    To All CMRA License Holders:

    As part of our corporate reorganization following the Club’s successful emergence from bankruptcy, the Board of Directors is asking the members to approve a new Certificate of Formation. The changes will permit the Club to be managed in a way so as to avoid the expensive and difficult legal issues the Club has confronted in recent years.

    A draft of the CORPORATE RESOLUTION TO AMEND CERTIFICATE OF FORMATION FOR CENTRAL MOTORCYCLE ROADRACING ASSOCIATION, INC. is available for download and review on the ABOUT US page.

    A 14 Day voting period will begin on January 28, 2021. Ballot information will be sent via email and text message to all current CMRA License Holders.
    Walter Walker
    Director of Competition
    254-717-6848
    walter@cmraracing.com
    CMRA Ex #43r
    Member since 1990
    (NOT mean and unapproachable)

  2. #2
    Administrator Walter Walker's Avatar
    Join Date
    Aug 2002
    Location
    Waco Texas
    Status
    Expert
    Bike #
    43R
    Posts
    5,752

    Cool

    Slide Deck from Sundays meeting.

    Annual Meeting Slide Deck.pdf

    Reminder, Ballots will go our on January 28th at 9:00am. 14 day voting period will end on February 11th.
    Walter Walker
    Director of Competition
    254-717-6848
    walter@cmraracing.com
    CMRA Ex #43r
    Member since 1990
    (NOT mean and unapproachable)

  3. #3
    Senior Member
    Join Date
    Aug 2002
    Location
    San Antonio, TEXAS
    Posts
    3,149
    Blog Entries
    1
    I'm fine with everything except the change to the voting procedures. I am unclear as to the problem that is trying to be solved with this change.
    If this is a yes/no as it stands with the change to the election process, I can't vote yes.
    I suspect there are many member/license holders that feel the same. I suggest removing the changes to the election process.
    VonHertell.com
    Road & Track Suspension
    CMRA BOD 2000-2003

  4. #4
    Senior Member
    Join Date
    Aug 2002
    Location
    TX
    Status
    Expert
    Bike #
    387
    Posts
    1,691
    Typo at end of first paragraph (A):
    "...and the promotion of the spirit of motorcycle roadracers."
    Should be "...and the promotion of the sport of motorcycle roadracing."
    David B.

  5. #5
    Senior Member
    Join Date
    Aug 2002
    Location
    TX
    Status
    Expert
    Bike #
    387
    Posts
    1,691
    Quote Originally Posted by Keith Hertell View Post
    I'm fine with everything except the change to the voting procedures. I am unclear as to the problem that is trying to be solved with this change.
    If this is a yes/no as it stands with the change to the election process, I can't vote yes.
    I suspect there are many member/license holders that feel the same. I suggest removing the changes to the election process.
    Agree.
    David B.

  6. #6
    Thought i heard a comment awhile back that the CMRA was potentially perceived as the "good ole boy" system. How does the nomination committe help that actual or perceived perception, especially bring made up of former board officials?

    Certificate of Formation article 5....can spmeone expand on what that means? Does that mean expected behaviors, or along those lines is now covered in the rulebook? If so, that'll be an interesting read!

  7. #7
    Voting for the CoF changes starts tomorrow and will be open for 14 days. Please ask any question you need to feel good comfortable voting and encourage others to read the CoF and vote.

    Derek - Article 5 is just to formalize at the CoF level that the club has a Rule book, that is separate from the ByLaws, that govern the policies and procedures of the club along side of the ByLaws.

    Below is the main changes to the CoF document.

    Proposed Changes to the Certificate of Formation

    Article 5: Members

    Current: The Club shall have members, whose rights, duties, and qualifications shall be set forth in the Corporation’s Bylaws.

    Proposed: The Club shall have members, whose rights, duties, and qualifications shall be set forth in the Club’s Rule Book, as updated annually, and its Bylaws.

    Article 6: Directors

    Current: The Board of Directors of the Club shall be the governing body of the Corporation.

    Proposed: The Board of Directors of the Club shall be the governing body of the Club and management of the affairs of the Club shall be vested in its Board of Directors.

    Article 9: Amendments

    Current: The power to amend this Certificate of Formation shall be vested in the Members.

    Proposed: The power to amend this Certificate of Formation and to amend or repeal the Club’s Bylaws is vested in the Club’s Board of Directors.
    Last edited by Walter Walker; 01-28-2021 at 01:26 AM.

  8. #8
    The Changes to the ByLaws is not part of the voting. Per the current ByLaws, any proposed change to the ByLaws must be presented to the membership for review and feedback. The membership DOES NOT VOTE on ByLaw changes, the BOD considers the feedback and will vote the next time they meet.

    The primary change to the ByLaws we presented are regarding the election process.

    The Purpose is:
    1. to get more people involved - we have quite a few people that offer opinions and advice but will turn down a 3 yr commitment to the BOD. Via the Nominations Committee they can be involved for a month or 2 selecting the most qualified nominees.
    2. to have qualified nominees on the ballot. In the last BOD election we had 2 candidates for 2 positions, the hope is that the Nominations Committee can find more eligible people to run for BOD. In the past we have also had a large list of people on ballots and some have been good for the club, some have had personal agendas that are not very helpful and sometimes disruptive. By inserting a Nominations Committee the hope is to get a reasonable number of qualified candidates.


    There is a concern that having 2 exBOD people will influence the makeup of the BOD. The purpose of the 2 exBOD people is to answer any questions that nominees may have about the commitment and duties if elected to the BOD. The desire is the Nomination committee will have 6-10 people that elect a Chairperson to run the committee and report back to the BOD. The Chairperson does not have to be one of the 2 exBOD people

    There was also concern that this is just extra process and the bottom line is it is. We have to try something to get more people involved and to get more qualified people to want to participate in the BOD.

    The good-ole-boy comment comes up from time to time as well. The perception is that existing BOD members try and recruit people they want on the board. These people are usually their friends. So the perception is, friend just get other friends on and they keep cycling thru. The idea of the nominations committee is to get more people involved and nominating their friends to get a larger base of people to vote on, instead of the small number we have today.

    Please let us know if you have any additional questions

  9. #9
    Senior Member
    Join Date
    Aug 2002
    Location
    TX
    Status
    Expert
    Bike #
    387
    Posts
    1,691
    Jeff,
    Thanks for your reply and information. It is all a bit confusing to us non-lawyer motorcycle trash types, so please bear with a few more questions and clarifications. I value your perspective and responses.

    Quote Originally Posted by Jeff Phillips View Post
    The Changes to the ByLaws is not part of the voting. Per the current ByLaws, any proposed change to the ByLaws must be presented to the membership for review and feedback. The membership DOES NOT VOTE on ByLaw changes, the BOD considers the feedback and will vote the next time they meet.
    Do I understand this correctly that the voting process change is part of the bylaws and the membership only has review and feedback power over that and the BOD can vote to approve that no matter the opinion of the majority of the membership?

    The primary change to the ByLaws we presented are regarding the election process.

    The Purpose is:
    1. to get more people involved - we have quite a few people that offer opinions and advice but will turn down a 3 yr commitment to the BOD. Via the Nominations Committee they can be involved for a month or 2 selecting the most qualified nominees.
    2. to have qualified nominees on the ballot. In the last BOD election we had 2 candidates for 2 positions, the hope is that the Nominations Committee can find more eligible people to run for BOD. In the past we have also had a large list of people on ballots and some have been good for the club, some have had personal agendas that are not very helpful and sometimes disruptive. By inserting a Nominations Committee the hope is to get a reasonable number of qualified candidates.
    1. Good, I like.
    2. If the people who form the Nominations Committee can find more eligible people to run for the BOD, why don't they just do that as individual club members? I don't see this argument as a significant advantage. If it is an advantage, then have this Nominations Committee just add people to the nominee list without the power to remove.

    Regarding the problem of having um... sub-optimal candidates, that is kind of an inherent problem with democratic orgs: you are at the risk of the good judgement of the majority. I think this risk is not as high as the other risk...

    My concern over this process is similar to my concern over a similar proposal last year: it isolates control into arguably one person. Bear with me through a hypothetical situation with a "bad actor" BOD president (which thankfully we have not had so far):
    1. Bad president appoints the nominating committee of "at least 2 former BOD members." He can appoint two "yes men" former BOD members as the entire nominating committee and there is no oversight whatsoever.
    2. Nominating committee whittles the list of nominees down to the number of vacancies, thereby directly selecting the next two BOD members. Again, the membership has no way to overcome this selection.
    3. Procedure repeats for two cycles at which time the BOD is fully the president's yes men and he has plenty of former BOD buds to form future nominating committees from.

    I am concerned that this lends itself to easily to complete control of the club by one person with no oversight or veto power. If nothing else, the nominating committee should at least be required to reduce the list to no less than 2 or 3x the number of vacancies open, thereby leaving at least some control to the membership. Of course then with caveats for the situation where not even that many candidates are on the original membership-wide nominee list. But again, I think this risk is higher than the risk of having poor candidates nominated and selected by the membership at large and that in the current situation, the cure is worse than the problem.

    There is a concern that having 2 exBOD people will influence the makeup of the BOD. The purpose of the 2 exBOD people is to answer any questions that nominees may have about the commitment and duties if elected to the BOD. The desire is the Nomination committee will have 6-10 people that elect a Chairperson to run the committee and report back to the BOD. The Chairperson does not have to be one of the 2 exBOD people
    Nothing in the by-laws requires more than just the two ex BOD members to constitute the Nominations Committee. I'm not all that concerned about this good old boy issue, but if it is an issue (and to get a little more diverse nominating committee), it should be required that the committee is composed of for example, two former BOD members and at least two non-BOD members. Or at least a minimum membership number of >>2.

    There was also concern that this is just extra process and the bottom line is it is. We have to try something to get more people involved and to get more qualified people to want to participate in the BOD.

    The good-ole-boy comment comes up from time to time as well. The perception is that existing BOD members try and recruit people they want on the board. These people are usually their friends. So the perception is, friend just get other friends on and they keep cycling thru. The idea of the nominations committee is to get more people involved and nominating their friends to get a larger base of people to vote on, instead of the small number we have today.
    As noted, the bylaw process, as written, does not require ANY outsiders to be on the Nominations Committee. And again, these non-BOD folks have the full capability to nominate highly qualified people they know for the BOD in the current nominating voting system we have today. So no change needed.
    Please let us know if you have any additional questions
    As mentioned last year, I don't suspect any of the current BOD of having ulterior motives, but rules should be written to prevent future bad actions by people with ill intentions and I don't see that kind of protection here.

    I sincerely appreciate the BOD's efforts and look forward to your response. Maybe (hopefully) I have maybe just mis-read some of the documents, in which case I look forward to the clarifications. Thank you for your time.
    David B.

  10. #10
    Quote Originally Posted by David Branyon View Post
    Do I understand this correctly that the voting process change is part of the bylaws and the membership only has review and feedback power over that and the BOD can vote to approve that no matter the opinion of the majority of the membership?
    Any change to the ByLaws has to go thru this process, BOD recommendation, post for member review and feedback, BOD vote. This is the procedure that has been in place since the original ByLaws in 1991. If a BOD member takes his job seriously then feedback has a say in the BOD voting process. This suggested change is something the BOD believes will help with getting good future leadership for the club. If it proves otherwise or needs modifications it can be changed.

    2. If the people who form the Nominations Committee can find more eligible people to run for the BOD, why don't they just do that as individual club members? I don't see this argument as a significant advantage. If it is an advantage, then have this Nominations Committee just add people to the nominee list without the power to remove.

    Regarding the problem of having um... sub-optimal candidates, that is kind of an inherent problem with democratic orgs: you are at the risk of the good judgement of the majority. I think this risk is not as high as the other risk...
    The hope is that if people are part of the Nominations Committee they will feel an obligation to try and get enough qualified candidates to have a proper ballot. In the current process the only criteria to be on the ballot is to be a member in good standing for 720 days. A person can nominate themselves. There is nothing in place for the voting members to "get to now" the nominees. All voters know are the names on the ballot. then, if the vote, many vote for "I heard of them". I believe this is one of the reason why voter turnout is so low. People say I do not know any of these candidates so i am not voting. One of the expectations of the Nominations Committee is to talk to each candidate and find out why they decided to accept the nomination. This way voters at least know a Committee has vetted the group. The Charter for the Nominations Committee has not been written, only some base framework. The expectation is the first Nominations Committee will define the Charter they will operate under.


    Nothing in the by-laws requires more than just the two ex BOD members to constitute the Nominations Committee. I'm not all that concerned about this good old boy issue, but if it is an issue (and to get a little more diverse nominating committee), it should be required that the committee is composed of for example, two former BOD members and at least two non-BOD members. Or at least a minimum membership number of >>2.
    Is the scenario you outlined possible, anything is possible, but not very likely. I agree we need to add a minimum number of non exBOD members. Is 2 non ex BOD members ok?
    We can also add a 2x or 3x minimum candidates on the ballot, however that may put a big burden on the Committee to find qualified candidates if only 2 people get nominated. I would like to put that type of governance at the Nominations Committee Charter instead of the ByLaws.


    As noted, the bylaw process, as written, does not require ANY outsiders to be on the Nominations Committee. And again, these non-BOD folks have the full capability to nominate highly qualified people they know for the BOD in the current nominating voting system we have today. So no change needed.
    If people would nominate highly qualified people it would be great. but recent history has not shown that is the case.


    As mentioned last year, I don't suspect any of the current BOD of having ulterior motives, but rules should be written to prevent future bad actions by people with ill intentions and I don't see that kind of protection here.
    There is not really a way to write something that can prevent this, but our hope is if someone has to go thru a nominations committee to discuss why they want to be on the BOD and hear from exBOD members that they will change how they view the responsibility of the BOD or the Nominations Committee will see what their agenda is and act appropriately.

    Thank you for your feedback.

Posting Permissions

  • You may not post new threads
  • You may not post replies
  • You may not post attachments
  • You may not edit your posts
  •