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Old 04-06-2011, 09:28 PM   #681
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Effect on Unit Constitutions & Bylaws

I was just cleaning out my desk and came upon this note I was saving for future reference:

This is the part of the current WBCCI Constitution that binds Units to the Club: ARTICLE XI, CLUB ORGANIZATION, Sec. 1, “Said Units and Regions shall be bound by the Articles of Incorporation, Constitution and Bylaws, rules and policy of the International Club as then in existence and as thereafter amended.”

The proposed revised constitution isn’t an amendment to the present WBCCI Constitution. Instead, it is an entirely new constitution. In his letter to the Unit Presidents, International President Beu writes, “The Constitution is the framework which defines our organization. When there are extensive changes throughout the constitution, Roberts Rules of Order Newly Revised defines this as a revision, a new document. A revision is not an amendment or a substitute.”

Therefore, if the proposed revised constitution, is approved, regardless of whatever final form it may take, each Unit (as well as intra-clubs) will need to write a new constitution that is compliant to the revision, should they decide to remain in the new, revised, club.

I don’t mention this to influence anyone to vote one way or the other. It is just food for thought. Some may feel this is a good reason to vote for the revision, others against it.
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Old 04-06-2011, 11:43 PM   #682
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Forrest,

If that's the case (which it is) and let's say a Unit or a Intra-club refuses to change their Constitution could that said Unit or Intra-Club say the WBCCI left them? Thus allowing that Unit or Intra-Club to take their $$$$$ and leave??

This could turn into a great chance for Units or Intra-Clubs that have thought of leaving the oppt. to do so??

I'm not one of those so called "Law Man" but this could be an easy case to win!!!!

And remember that is the new catch phrase ""WINNING"
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Old 04-07-2011, 02:54 PM   #683
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Forrest,

If that's the case (which it is) and let's say a Unit or a Intra-club refuses to change their Constitution could that said Unit or Intra-Club say the WBCCI left them? Thus allowing that Unit or Intra-Club to take their $$$$$ and leave??
I'm an officer in an organization that could be considered similar to WBCCI although not RV oriented. When our mothership changed their operating rules, the end user organizations were required to sign new affiliation agreements agreeing to the changes. Much like making local unit constitutions compliant with the WBCCI constitution. We had problems with some of those changes and informed our mothership that we would only sign the affiliation with certain changes. They refused and we were expelled from the national organization. As it ended up its been a blessing and our local membership hasn't wavered. As it ended up the mothership only needed our dues to help fund their national convention. Our local dues provided a lot more bang for the buck to our membership.

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Old 04-07-2011, 03:03 PM   #684
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Forrest,
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If that's the case (which it is) and let's say a Unit or a Intra-club refuses to change their Constitution could that said Unit or Intra-Club say the WBCCI left them? Thus allowing that Unit or Intra-Club to take their $$$$$ and leave??

This could turn into a great chance for Units or Intra-Clubs that have thought of leaving the oppt. to do so??


I think so.

The current Constitution states, "The Board of Trustees may suspend or revoke the Charter of any Unit for failure to abide by the Constitution, Bylaws or Policy of the International Club."

Elsewhere, "The Board of Trustees shall have supervision over all real and personal property of the Club, including the disposal and distribution thereof in the event of the Dissolution of... a Unit thereof."

The two situations appear to me to be different. Is having a charter revoked the same as dissolution? Is leaving the same as dissolution?

The Revision Committee's Constitution has the exact same language, "The IBT shall have supervision over all real and personal property of the Club, including the disposal and distribution thereof in the event of the dissolution of... a Unit thereof."

There is no such language for intraclubs, such as the VAC. So, it is less clear if the VAC could leave with its structure and treasury intact. But yes, I share your view that a new constitution equals a new club, and would require all units and intraclubs to resubmit documentation equivalent to being re-chartered.

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Old 04-07-2011, 03:39 PM   #685
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The way I read it, if they revoke your charter they can't keep your treasury. Otherwise this could be the last ditch way to finance the great american tour
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Old 04-07-2011, 07:31 PM   #686
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This reminds me of what happens when there is schism in a church.

Are there any other parts of the organization's various documents that talk about assets of the WBCCI and units? The first one quoted seems to say the charter may be revoked, but that doesn't really say what happens to the unit as a group itself—are they incorporated themselves? How can the WBCCI dissolve a unit if it is incorporated? I expect there may be other places the relationship between units and the WBCCI are defined.

The revised or amended constitution may have different language about this issue. If so, then units will have to decide whether to leave before or after a vote about which they don't know the outcome.

Then there are units that dissolve or are merged with another unit. What has happened in the past to the assets?

Since money is involved, it is bound to be messy.

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Old 04-08-2011, 05:07 PM   #687
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To the best of my knowledge ALL wbcci units are independently registered corporations in their own individual states. I know that my former unit stood on its own and merely holds a wbcci charter.

Outside of pulling a charter I'm not so sure HQs could do much to any of them...
To the best of my knowledge neither of the two units of which I am a member are incorporated; they are only chartered units of WBCCI.

I have been told that some units are independently incorporated entities. Why, I'm not sure. May have to do with the laws of the states in which they are located.

If the international club revoked their charters I presume they would continue to exist as unincorporated associations unless and until they decided to incorporate (which I would advocate). And has been pointed out elsewhere on these threads, that's no big deal.
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Old 04-08-2011, 05:18 PM   #688
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In recent years a model code on unincorporated associations has been adopted by some states. Even if such a code has not been adopted, such associations exist by the common law. Either way, the units are probably legal entities, but you still have to analyze the financial relationships between the umbrella organization (the WBCCI) and the units. Besides the usual documents such as constitutions and bylaws, there may be contracts between the units and the WBCCI detailing financial matters. There is also, of course, state law.

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Old 04-08-2011, 05:41 PM   #689
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Either way, the units are probably legal entities, but you still have to analyze the financial relationships between the umbrella organization (the WBCCI) and the units. Besides the usual documents such as constitutions and bylaws, there may be contracts between the units and the WBCCI detailing financial matters. There is also, of course, state law.
I think the bottom line is that few if any units have enough assets for the international club to profitably sue. So, if the internationals say, "We're revoking your charter--send in your treasury", and the unit tells them to go pound sand down a rat hole, the cost of suing the unit for its treasury would exceed the amount in the treasury.
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Old 04-08-2011, 06:48 PM   #690
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My former unit has been incorporated for decades the best I can tell, but I was also told that once the IRS started asking for tax returns the club demanded that units become incorporated so as to file their own independent (from the club) tax returns. There's still a 501 something or other number involved, but it is NOT the same as HQs...

That's all I know and I'm sticking to it...
_
Leo, I know you no longer have a dog in this fight --and if I were you I probably wouldn't waste my time reading the WBCCI By Laws--but if you read section VII of the By Laws pertaining to merger and dissolution of units, you will see that there are several paragraphs considering the differences in these procedures between incorporated and unincorporated units. I take this as evidence that some units are incorporated and some ain't. (And ours ain't!)
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Old 04-10-2011, 01:48 PM   #691
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Facts

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Originally Posted by Forrest View Post
This is the part of the current WBCCI Constitution that binds Units to the Club: ARTICLE XI, CLUB ORGANIZATION, Sec. 1, “Said Units and Regions shall be bound by the Articles ofIncorporation, Constitution and Bylaws, rules and policy of the International Club as then in existence and as thereafter amended.”

The proposed revised constitution isn’t an amendment to the present WBCCI Constitution. Instead, it is an entirely new constitution. In his letter to the Unit Presidents, International President Beu writes, “The Constitution is the framework which defines our organization. When there are extensive changes throughout the constitution, Roberts Rules of Order Newly Revised defines this as a revision, a new document. A revision is not an amendment or a substitute.”

Therefore, if the proposed revised constitution, is approved, regardless of whatever final form it may take, each Unit (as well as intra-clubs) will need to write a new constitution that is compliant to the revision, should they decide to remain in the new, revised, club.
Quote:
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If that's the case (which it is) and let's say a Unit or a Intra-club refuses to change their Constitution could that said Unit or Intra-Club say the WBCCI left them? Thus allowing that Unit or Intra-Club to take their $$$$$ and leave??
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I think so......

There is no such language for intraclubs, such as the VAC. So, it is less clear if the VAC could leave with its structure and treasury intact. But yes, I share your view that a new constitution equals a new club, and would require all units and intraclubs to resubmit documentation equivalent to being re-chartered.
point I

I disagree with those who share such a view "a new club" in any way shape or fashion, can anyone cite the basis of such a falsehood please?

point II

Kerry and I discussed the issue about the units constitution/bylaws.

We don’t find any significant changes would be required. The changes in the proposed revision are focused on the organization and operation of the international part of the Club.
As such, there is no reason why the operations of Units should be affected, other than they won’t have to select a delegate.
Units can still discuss elections and amendments etc just as they do today, but they will do so before a direct member vote.
If a Unit has a Constitution that somehow is in conflict, then the usual process is an update on a 5 year cycle.

Not a big deal.



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Old 04-10-2011, 06:22 PM   #692
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Correct

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point I


We don’t find any significant changes would be required.

Not a big deal.



.
I agree, not a big change, not a BIG DEAL.

Lets just vote no...........
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Old 04-13-2011, 12:13 PM   #693
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Several sections of the revised constitution contain the words "member in good standing", is this term defined anywhere? If not, what does it mean?

Article XIV states that the nominating committee shall issue a report which "...will include the recommendations of those candidates who have met the minimum qualifications as found in the Bylaws and are most qualified for the position they are seeking." Does this mean that the committee will list all candidates who meet the qualifications or only those who are most qualified?

In California, we have an open meeting law for governmental entities. This means that all meetings must be noticed to the public and open to the public, with a few exceptions on the open to the public part. Is there any provision in the revised constitution for notice or open meetings by the EC or IBT? Will the minutes of all meetings be published in the Blue Beret or posted on the WBCCI website?

If this constitution is approved and the Regions are reorganized into Areas, what will happen with the existing treasuries of the old Regions?

Bill
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Old 04-13-2011, 12:20 PM   #694
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Several sections of the revised constitution contain the words "member in good standing", is this term defined anywhere? If not, what does it mean?

Article XIV states that the nominating committee shall issue a report which "...will include the recommendations of those candidates who have met the minimum qualifications as found in the Bylaws and are most qualified for the position they are seeking." Does this mean that the committee will list all candidates who meet the qualifications or only those who are most qualified?

In California, we have an open meeting law for governmental entities. This means that all meetings must be noticed to the public and open to the public, with a few exceptions on the open to the public part. Is there any provision in the revised constitution for notice or open meetings by the EC or IBT? Will the minutes of all meetings be published in the Blue Beret or posted on the WBCCI website?

If this constitution is approved and the Regions are reorganized into Areas, what will happen with the existing treasuries of the old Regions?

Bill
As has been stated repeatedly the Bylaws will be rewritten when and if the Revised Constitution is accepted. You can not assume the current Bylaws reflect future actions.
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Old 04-13-2011, 01:41 PM   #695
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Howie,

I don't understand your response. are all of my questions and concerns to be addressed in the bylaws?

Bill

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As has been stated repeatedly the Bylaws will be rewritten when and if the Revised Constitution is accepted. You can not assume the current Bylaws reflect future actions.
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Old 04-13-2011, 01:47 PM   #696
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Without going back and reading each of your questions it appears that way. If the word Bylaws is used at this point in time it must be referring to the current Bylaws and not the Bylaws that will be rewriting when and if the Revised Constitution is passed.

One can not assume that policies contained in the current Bylaws will in fact be included in the rewritten Bylaws and should not read thr Revised Constitution with them in mind.
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Old 04-13-2011, 02:15 PM   #697
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Wow Bill glad you asked. That clears that up.
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Old 04-13-2011, 05:48 PM   #698
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Several sections of the revised constitution contain the words "member in good standing", is this term defined anywhere? If not, what does it mean?
It is stated 2 times, IMO it means their dues are paid and meet the qualification of membership (aka own Airstream)

Quote:
Article XIV states that the nominating committee shall issue a report which "...will include the recommendations of those candidates who have met the minimum qualifications as found in the Bylaws and are most qualified for the position they are seeking." Does this mean that the committee will list all candidates who meet the qualifications or only those who are most qualified?
I understand it will list all.

Quote:
Is there any provision in the revised constitution for notice or open meetings by the EC or IBT? Will the minutes of all meetings be published in the Blue Beret or posted on the WBCCI website?
The notice if stated would be in the Bylaws not Constitution, the meeting have been via audio on the website to my knowledge.

Quote:
If this constitution is approved and the Regions are reorganized into Areas, what will happen with the existing treasuries of the old Regions?
Bill, don't think anyone has addressed that issue yet, I would think the funds would need to merge into the remaining areas. It would need a proviso for that I would think

Any suggestions?
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Old 04-15-2011, 11:08 AM   #699
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This thread has a sizable following with varied opinions. Those reading this that should also read the first post on this thread. Howard has stated a reasonable case.

http://www.airforums.com/forums/f286...tml#post978960





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Old 04-20-2011, 05:02 PM   #700
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Lightbulb Unit Revision meeting assistance

Unit Presidents and all members,

One of the main issues to be considered at the Du Quoin meeting will be a revision of the WBCCI Constitution. You have received from headquarters the Unit Presidents package containing a printed copy of the normal materials sent out prior to the meeting including 6 documents relating to the proposed revision. These documents present in detail the proposal, however, many people do not understand the process that will be used in deliberating or modifying the proposed revision. In addition there are many questions that people have presented regarding the proposal that have not been addressed.

Several members of the committee and a concerned members of WBCCI we are offering our services to help you address any questions you or your members may have regarding the proposal. If you are having Unit meetings where the proposal will be discussed one of us would be willing to attend, if invited and you can give me sufficient notice.
In the alternative, a good speaker phone at a meeting would allow us to try and address any questions you or your members might have. If your question will require research or consultation with the other members of the committee we will try and get back to you with a written response ASAP.

More importantly, you and your membership need to understand that as a part of the Delegates consideration of the revision any Article can be amended in the process and then, and only after all of the articles have been considered, will there be a vote to accept or reject the revision as amended. So if there are areas of deep concern your membership should consider and bring to the delegates meeting any proposed amendments to individual Articles that will clarify or strengthen the Article.

We sincerely look forward to hearing from you and having the opportunity to address any concerns or questions you or your membership may have.


Bob, Tom, Kerry & Joe

Please PM or email WbcciRevision@Gmail.com with location, date & time



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