Bylaws Discussion

January 2017

U.U. Rowe Center
Bylaws Committee
Timeline of Revision Changes
Where We Have Been

The Board and the members of Rowe have been on a multi-year journey beginning in 2015. In
response to questions raised by members of Rowe about the validity of the Board operating without its
full complement and due to certain corrections that needed to be done to bring the bylaws in compliance
with the law, the Board presented a slate of changes to the bylaws at the annual meeting in September
2015. There were a number of issues raised by members at the meeting and in letters prior to the meeting.
The Board agreed that there were more issues to be discussed and agreed to table the proposed bylaws.
The Board members also agreed with the suggestion that they should work with an attorney on revisions.

The Board subsequently hired Attorney Liz Reinhardt for advice in connection with the bylaws
revision. Attorney Reinhardt’s background includes 10 years in the Attorney General’s Division of
Public Charities. The Attorney General regulates public charities operating in Massachusetts, including
faith-based nonprofit organizations like Rowe. Our organization did not interact with the Division of
Public Charities until 2014, when we received a notice of noncompliance. Because we were unaware of
our obligation to register with the Division, Rowe had been out of compliance with the Attorney
General’s reporting requirements for two years when the notice was received. In response, we promptly
registered with the Division and now file detailed annual financial reports, which are available to the
public on the Division website. In addition to this public record function, the Attorney General protects
the public interest and can bring enforcement actions against public charities and their Board members
and officers for breaches of fiduciary duty or other charities law violations.

In working with Attorney Reinhardt, we have learned more about specific laws, as well as
regulatory best practices developed by the IRS and the Massachusetts Attorney General, that impact the
way charitable nonprofits are expected to operate in Massachusetts. These laws and best practices are not
new; but because Rowe’s current bylaws do not include many of these aspects, and because we had not
previously interacted with the Division or a lawyer knowledgeable in this area, they feel new to us. Her
advice has guided many of the new sections you see in our new proposed bylaws.

Based on the work with the Attorney Reinhardt, the Board came to the Annual Meeting in
September 2016 with a revised set of bylaws. According to the attorney, our current, 2005 bylaws needed
significant updating. Because the changes needed to be extensive, the Board did not want to present
revised bylaws to the members for the first time and ask for an immediate vote at the 2016 Annual
Meeting. Hence, they were presented for discussion only. The Board invited Attorney Reinhardt to come
to Rowe and answer questions about the reasons for the extensive changes.

After a lively discussion at the meeting, the Board had clear guidance about which areas of the
revised bylaws needed more attention. In particular, some members felt some essential powers had been
taken away from the members. The Board created a new bylaws committee to review these issues and
work on a final set of bylaws for the September 2017 meeting. The new committee is made up of Cynthia
Bolling, Doug Wilson, and Betsey Miller. The committee has been hard at work on the issues raised at

the meeting. A summary of the progress the committee has made as of early January 2017, together with
the most significant changes that were made since the 2016 Annual Meeting version, appears below.

Next Steps

A section of Rowe’s website will be set aside for the bylaws project (under the Board tab). In
early January, it will include copies of the current bylaws, the set proposed at the 2016 Annual Meeting,
and the most recent, January 2017 discussion draft. The committee will also post an analysis of the
changes. In March, the committee plans to report on its progress to date in The Center Post, and
announce a teleconference for any members who want to discuss the proposed revisions. Details on how
to participate in the teleconference will be posted on Rowe’s website. In addition, members may send in
comments or questions at any time to clerk@rowecenter.org.

After reviewing all of members’ comments, the committee will make its recommendations to the
Board for a final draft of the bylaws in time for its May meeting. A final draft of the bylaws will be
posted no later than late June. All members will receive the final draft of the bylaws and proxy ballots for
voting shortly after that time. The final draft will be voted on at the Sept 2017 meeting.

The committee members look forward to members’ input on this project. Our hope is that we
will emerge with a new set of bylaws that meet all of our needs.

************

January 2017

U.U. Rowe Center
Significant Proposed Changes to the Bylaws
Bylaws Committee Report
There have been seven major changes to the bylaws discussion document that was presented at
the 2016 Annual Meeting. Those changes have been incorporated into a version that will be posted on
Rowe’s website. They have been approved by Rowe’s Board.

To be clear, here’s how we’ll refer to the various versions of the bylaws:

a.
Current 2005 Bylaws -The current bylaws
b.
Proposed Bylaws presented at the 2016 Annual Meeting – The Annual Meeting draft
c.
Proposed Bylaws presented in January 2017 – The January discussion draft.
1.
The class of members described in Article IV of the 2016 Annual Meeting draft, which governed
the powers and duties of Trustee-Members, has been eliminated completely. So in the January
version, there is no distinction between a trustee and a general member: both are simply Members.
2.
Members retain the voting powers they had in the current bylaws. A few more are included. Some
of the additions are actually mandated by law, but they were never stated in any previous bylaws.
And some are based on the feedback that we received at the Annual Meeting, where members
wanted to reserve the powers of the general members that they were granted in the current bylaws.
These changes both preserve and at times extend those powers. In sum, this version grants
members the right to vote to approve:

a.
amendments to the bylaws
b.
amendments to the Articles of Organization
c.
a merger of the Corporation
d.
any matters required to be decided by members according to Massachusetts law
e.
dissolution of the corporation (exact wording to be approved by counsel, in
accordance with Massachusetts law)
f.
any other matters referred by the Board of Trustees
3. Members can recommend an individual for nomination to the Board, in writing, as long as
a.
the petition is signed by at least 5% of members (about 25), and
b.
the candidate agrees to go through the same process as any other prospective
candidate
4.
Members can also recommend that an item(s) be added to the Annual Meeting agenda
for discussion (and potential future vote), as long as
a.
the petition is signed by at least 5% of members (about 25), and
b.
it is submitted, in writing, at least fourteen days before an Annual Meeting
5.
Members can attend any regular Board teleconference that’s an open meeting (which almost
always means the budget teleconference in August), with certain restrictions.
6.
Notice of all regular, open Board meetings will be posted on Rowe’s website at least fourteen
days in advance of the meeting.
7.
The class of Life Member has been restored. This was an error; it should have appeared in the
Annual Meeting draft.
There are still some key issues that are under discussion. One major issue concerns the sentence,
“The governing body of the Corporation, subject to the direction of the Corporation, shall be the Board.”
in Article VI of the current bylaws. Although the wording is simple, this section has legal significance.
Specifically, it’s important how we define that group of people who will take on fiduciary responsibility
for governance of our organization. There are several other areas that are in discussion in the committee
and with the Board. These include authorization for changes in dues, use of Robert’s Rules of Order, and
the indemnification clause. (Webster’s says “indemnify” means “to secure against hurt, loss or damage.”)
In our next report we will talk about our progress on these issues.

Summary

It turns out that everyone on the committee had some of the same reservations about the Annual
Meeting discussion draft that the members did. Doug’s presence allowed the committee to have a real
dialogue about the differences between what the Board feels it needs and what the members feel they
need. Betsey and Cynthia thanked him many times for being willing to dig into the details and identify the
core concerns of the members, which we were sorely missing.

Coming next month: Rowe’s restated Articles of Organization, what they mean, and an updated
draft of the Bylaws, if possible.

—Bylaws Committee

Members’ questions to date to the Board, with answers, are available here:

U.U. Rowe Camp & Conference Center
Questions About Bylaws Restatement
Rowe E-News
October 2016
1. Question
Can members generate proposals, and if so, what is the avenue?
Answer
Great question. I think you’ve put your finger on something that many people want clarification
on.

Write
Members can generate proposals for the Board’s consideration by sending them
to clerk@rowecenter.org. The inbox is monitored, and someone will acknowledge your proposal
as soon as possible, but keep in mind that the board meets only six times a year, and so depending
on the proposal, it may not be acted on immediately.

2. Question
Can there be a level of active members to be utilized for “midrange” advisement?
A great way to be kept in the loop about the Board’s current and future activities is to volunteer
for a standing committee (Development/Fundraising, Finance/Investment, Personnel,
Governance, and Youth Program Advisory. But keep in mind that the Nominating, Stewardship
and Bylaws committees need members with expertise in very specific areas, so if you’re not
asked to join, it’s not personal!)

Full disclosure: If you want to volunteer for a committee, you might be asked to attend a Board
meeting or two, to give you and the Board a chance to see if you’re a good fit for the committee
you’re interested in. But we’re flexible; if this is not possible, you can always arrange to talk to the
committee chair. Email clerk@rowecenter.org. with your request.

3. Question
Can members be involved in committee activities?
Answer
Yes. See our answer to #2.

4. Question
If so, how will the Board notify the members?
Again, if you have an interest in participating in a committee, or want to know what committees
are working at the moment, contact the committee chair via clerk@rowecenter.org.

5. Question
Does this include ad hoc committees, paneled for a brief and specific goal?
Answer
Although the words “ad hoc” are not used, yes it does — we can see that this might not be clear.
Thanks for asking.

Specifically, the phrase, “The Board of Trustees may elect or appoint one or more committees as
it sees fit” covers both Standing and ad hoc committees. But the rest of the section refers to
standing committees only, which must be chaired by a Board member. That’s why the
Stewardship and Bylaws committees are not listed here—they’re ad hoc committees, and can be
chaired by non-Board members.

[Note: This question, like question 3 and 4 above, refers to the section on committees, which was
circled. The text follows.]

Section 7. COMMITTEES. The Board of Trustees may elect or appoint one or
more committees as it sees fit and shall, by vote of a majority of the Trustees
then in office, elect or appoint as Standing Committees of the Board a
Finance/Investment Committee, a Personnel Committee, a Nominating
Committee, a Governance Committee, and a Youth Program Advisory
Committee. The Chair of each Standing Committee shall be a Trustee. Each
Committee shall have only such power and authority as the Board, in its
discretion, shall choose to delegate, provided, however, that the Board shall not
delegate its powers to any committee not solely comprised of Trustees. Each
Committee shall conduct its business as nearly as may be in the same manner as
is provided by these Bylaws for the Board of Trustees.

6. Question
Does this mean no perks or discounts?
Section 10. NO COMPENSATION. Trustees shall serve as such on a volunteer
basis, without compensation. Trustees may be reimbursed for reasonable
expenses incurred in connection with their service on or to the Board. Nothing
herein precludes payment of reasonable compensation to Trustees for services
rendered the corporation in another capacity.

Answer
Essentially, it means no discounts for Board members for programs. Here’s what our lawyer, Liz
Reinhardt, had to say about this section: “MA law offers liability protection from personal injury
claims for volunteer trustees. If the trustees are paid, the protection goes away.”

So practically speaking, this means that Trustees will not get a discount when they pay for Rowe
programs. And of course, they can be reimbursed if they spend money on Rowe business.