Open Forum for RISI MembersOpen Forum for RISI Members

Bylaws Update2017

Welcome / AgendaWelcome / Agenda

Rationale

Th B l R i i Three Bylaws Revisions

Detailed Language Detailed Language

Questions and Answer Session Questions and Answer Session

RationaleWh B l Ch N d dWhy Bylaws Changes are Needed

Allow each regional organization to operate in the way that works best for its members. This includes

b h d lMembership Dues and Classes.

Modernize the bylaws so boards can respond to y pmembers’ needs more effectively

Three Bylaws ChangesFi Ch DFirst Change - Dues

Allow each organization to set their own membership dues This extricates the RISI from prescribing local dues. This extricates the RISI from prescribing local dues and business models globally. Flexibility and autonomy are key conditions to each organization’s success. (Articles 4.01, 4.03, 5.01)

Note: These changes do not affect the 20 year status Note: ese c a ges do ot a ect t e 0 yea status and that will not change (and can’t) as a result of this Bylaws Update.

Specific Language - Dues

Proposed language for Section 4.01 – Members

Upon meeting the qualifications outlined in section 4.02 (and subject to section 4.05), any person shall be eligible for membership on approval of their membership application by the Board of Directors and on timely payment of such dues, assessments and fees as established by the Board of Directors and approved by the membership in accordance with section 4.03 or delegated to the boards of the respective regional international organizations with relationships with the ROLF INSTITUTE. [ h i h b h i d d dd h bili f h [removes the requirement that members approve changes in dues, and adds the ability for the boards RIOs (regional international organizations) to establish dues]

Proposed language Section 4.03 – Voting Rights:

M b i h i i i h l i Di h B d f Di d h Members exercise their voting rights to elect representative Directors on the Board of Directors; to amend the By-Laws; to approve changes in annual membership dues; and to vote on such other matters as are properly brought before the membership for vote. In addition, members shall have all rights afforded members under the California Nonprofit Public Benefit Corporation Law.

[removes the requirement of a membership vote for adjusting or establishing dues]

Proposed language Section 5.01 B) – Board of Directors, Powers, Specific Powers, point 1): (B) Specific Powers. Without limiting the general powers, the Board of Directors shall have the power to: Make policy, rules and regulations, establish dues, and establish procedures not inconsistent with law, the

Articles of Incorporation, or the By-Laws. [gives the board the right to establish dues] [gives the board the right to establish dues]

Second Change -Membership ClassesSecond Change Membership Classes

Allow each organization to set their own b hi l Thi ll th RIO d membership classes. This allows the RIOs and

the RISI to develop models that best align with local memberships This permits for more self-local memberships. This permits for more selfgovernance in managing local entities. (Articles 4.01, 4.02)

Specific Language -Membership Classes

Proposed language Section 4.01 – Member adds the p g g 4following at the end of the section: New language: Classes of membership may be added, amended or deleted

as determined by the Board of Directors, provided that the voting rights of any new class of members shall be subject to approval of the membership.

[makes it possible for the board to change, add, or delete membership classes, but does not allow the board to change members’ voting rights – that requires a membership vote]

Proposed language Section 4.02 – Qualifications, first hparagraph:

All members shall have successfully completed their basic training in Rolfing structural integration or Rolfing Movement Integration and shall maintain their membership in the ROLF INSTITUTE by payment of annual dues for their class of membership and by their adherence to the Master Agreement their class of membership and by their adherence to the Master Agreement, the ROLF INSTITUTE Code of Ethics, Standards of Practice and other Board or member-approved policies. The qualifications of members may be amended by a vote of 2/3 of the Board of Directors.

[allows the board to establish the qualifications for classes of [ q f f fmembers]

Third Change - Quorum Third Change Quorum

Reduce the required quorum for a vote of the b hi f / t / f ti b membership from 1/3 to 1/5 of voting members.

We encourage full participation by our membership in ballot measures However this membership in ballot measures. However, this more closely aligns the RISI with other not-for-profit organizations and ensures that votes cast by each active member matters. (Article 4.06)

Specific Language - Quorum

Proposed language Section 4.06 a) –Quorum: (A) Quorum. A quorum of any meeting of the members

shall be constituted by no less than one third one fifth of the Voting Members represented in person, by proxy or by g p p y p y ywritten ballot. All proxies and written ballots shall be filed with the ROLF INSTITUTE records.

[defines a quorum as one fifth (1/5) of the voting [defines a quorum as one fifth (1/5) of the voting members for a membership vote, rather than one third (1/3)]

Timeline

September 18/21 - Membership Zoom Mtgs

September 25 - Website Documents Uploaded September 25 Website Documents Uploaded

September 25 - Membership e-blast

October 2 - Electronic bylaws ballots sent out

November 17 - Voting closesNovember 17 Voting closes

Question and Answer

Membership Questions Membership Questions