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Bylaws Committee Minutes, March 14

MACD and SWCDM Bylaws Subcommittee 14th March Conference Call

***DRAFT***
PARTICIPANTS: Pete Heryford, Mike Hansen, Doug Hitch, Hal DeBoer, and Steve Hedstrom. MACD President Jim Simpson was present, and the call was facilitated by Jeff Tiberi
  1. Dan Young and Hal DeBoer expressed interest in the activities of the subcommittee, but circumstances prevent them from full participation. They will remain on the email invite list and are encouraged to add thoughts and comments as they see fit.
  2. A discussion ensued about Steve Hedstrom’s offer to help the subcommittee. Steve played a major role on the last go around of bylaw considerations. The subcommittee welcomed Steve as a full member and looks forward to his contributions.
  3. MACD President Jim Simpson stated that he had prepared a few thoughts about the bylaws and sent those to Jeff. Some are minor and easily fixable points such as starting dates for officers, etc. Jeff said he would send Jim’s comments to the subcommittee, and they are attached. Jim mentioned the Reorganization Study Committee . That committee is seeking input from the Districts to address questions that have arisen concerning the possible merger of MACD and SWCDM into one legal entity. Should the merger idea move forward, a new set of bylaws would have to be developed. In the meantime, clarifying both sets of the existing bylaws will be pursued, as there are a number of areas in each set of bylaws that need attention. Jim asked for a product from the subcommittee by June. The work from the subcommittee could then go to a lawyer for review, then to membership for consideration. He suggest that the draft bylaws be on the agendas for each of the six Area Meetings this fall. A discussion followed about how logistically this could be accomplished, with no firm conclusions reached.  Jim is hoping for full consideration and perhaps finalization of this subcommittee’s products at the November 2020 convention in Bozeman.
  4. There was concern expressed that a lawyer’s review of the bylaws could change wording developed by this subcommittee and make the documents more difficult to read. After a brief discussion the subcommittee agreed to instruct the reviewing lawyer to address only legal concerns and do so in a manner that the documents do not become obtuse.
  5. Pete stated that Cascade Conservation District had spent time on ideas for bylaws that could be used to transition MACD to a 501 (c) (3) from its current status as a 501 (c) (4). These ideas were previously sent to the subcommittee. Jim said that idea is an option and we should leave it on the table for consideration. Subcommittee members were asked to read the document from Cascade and look for ideas that could be incorporated into their current charge.  Steve expressed concern about the possibility of having three sets of bylaws in the works.
  6. There was a discussion about the Bridger Plant Materials Center, and the complexity of issues that surround this jointly-owned property, including the transfer of assets regarding reorganization.
  7. A discussion followed about how best to proceed with the charge of the subcommittee. After a few minutes of ideas being considered, the subcommittee agreed that Jeff would telephone each committee member individually to walk through each set of bylaws. He would then add all the comments received into the appropriate document, followed by a full committee meeting.
  8. Mike mentioned that SWCDM bylaws are changeable only by the MACD Board of Directors. A discussion followed as to possible pathways that could be followed to assure the Conservation Districts are closely involved as part of the solutions as this moves forward.
  9. Pete asked about the timeline of the Reorganization Study Committee. Jim said that all 58 Conservation Districts want to understand the implications of a merger, and that there are some Supervisors who still have questions about potential impacts. That has to be all worked through, and he did not know how long that would take. The initial deadline was June.
  10. The subcommittee decided not to have a chair, but to proceed as is.
  11.  Jim expressed concern that Covid-19 might impact Conservation District activities, especially administrative actions such as meetings and conferences.
  12.   The Subcommittee asked that minutes from their activities be sent to Kate Arpin for distribution.
  13. The next meeting of the subcommittee will be after Jeff has interviewed each member and recorded their input.
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