MABA Bylaws – Summary of Updates
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By Stephanie West, MABA Vice President
If you’ve read the minutes of MABA Board meetings this year, you’ve likely been delighted to see barely a mention of regulatory or legal matters. Once we got our house is order near the end of 2016, it enabled us to get back to business “Making MABA Fun Again”! Indeed!
It was a time of fairly intense examination for the Board as we aimed to understand how our organization had gone so far off the tracks from a compliance and accountability perspective; we needed to ensure we laid a stronger foundation for the future. To this end, it was imperative to overhaul our Bylaws (clarify roles and responsibilities, delineate the authority of Directors, ensure adequate checks-and-balances were in place), and get our non-profit status reinstated with the IRS. Bylaw changes required a two-thirds majority of the Board for approval (6 of 9 Board Members).
Here’s a summary of key improvements adopted.
Article II – Purpose, Objectives, Operation – Confirmed our organization is structured as a Social Club, consistent with Section 501(c)(7) of the Internal Revenue Code. Officially added North Carolina to Area of Operation
Article III – Membership – Clarified the number of votes per class of membership, consistent with prior elections and dues structure. We have 4 classes of Membership.
Regular – 1 vote per person
Family – Up to 2 votes per family (no more than 1 per person)
Corresponding – Resides outside MABA region, does not have voting rights.
Corporate – No more than 3 named individuals per Corporate membership, each of the 3 named members have voting rights
Section 8 – Member termination for non-payment of dues –Added a grace period (i.e., no more than 30 days) for non-payment of dues.
Section 13 – Member Voting. Given our provisions and practice of electronic ballots, the provision for proxies was deleted.
Section 17 –Member Inspection Rights. Added provision that allows members to inspect the Financial Statements.
Article V – Officers and Directors
- Language cleaned-up to be consistent with Article VII – Committees
Section 4 – Duties of Secretary – inserted guidance that minutes of the Board and membership meetings be published within 7 calendar days. Added responsibility to publish an annual master calendar of key filing dates for the association (such as the IRS and PA State Corporation Commission filings).
Section 5 – Duties of Treasurer – added responsibility for filing annual income tax return (i.e., 990-N or 990-EZ) with the IRS as well as any other required IRS notices. Clarified requirement for minimum financial reports to include a Monthly Financial Report that conveys Revenue and Expenses of the association for the prior month and the current year to date, with a comparison to prior year and to budget. (Requirement of an Annual Operating Budget was already in the Bylaws.)
Section 7 – State Representatives – due to the geographic diversity of our Board and committees, we eliminated the requirement to have State Representatives.
Section 11 – Board Meetings – Changed required frequency from “monthly” to “no less than 9 times per year”. Inserted provision for the Board to call a restricted meeting, which is not open to the general membership.
Article VI – Election of Officers and Directors
Section 1 – Inserted provision “To facilitate a smooth transition of the Board from year-to-year, the continuing and newly elected Directors may be notified in confidence of the election results in advance of the annual meeting. This enables a proper handoff of all Board documents and responsibilities no later than the Annual Meeting, aiming to optimize the effectiveness of the new team of Directors on “Day 1” of their responsibilities.”
Section 2 – Standing Committees
Sanctioning Committee – clarified language that MABA sanctioning is for contests not already sanctioned by KCBS, NEBS, or another sanctioning body. Added provision that host is responsible for carrying liability insurance for the event and naming MABA as an additional insured on said policy if we are sanctioning the event.
Finance Committee – Clarified responsibility for preparation and oversight of budgets, monthly financial statements, and annual IRS filings.
Article VIII – Deeds & Contracts
Section 1 – Instruments – Consistent with other sections of the Bylaws, clarified that a two-thirds majority vote of the Board is required before any Officer can obligate the Association to a contract, deed, etc.
Section 2 – Drafts – Reduced threshold for petty cash from $500 to $250. Added requirement to confirm whether requests for expenditures above $250 are in the operating budget, prior to bringing those items to the Board for approval. Note, items above $2500 require advance approval by a majority vote of the Membership.
Please email the MABA Board at maba@mabbqa.com for a complete copy of the bylaws.
