Once a year, WPLUG conducts an election to determine who will serve on the Board of Directors for the upcoming year. Per section 6.6 of the WPLUG ByLaws, the prior Board of Directors (in office prior to the election) still serves as the WPLUG Board of Directors until the new slate of officers takes office. This checklist is designed to make that process easier and more efficient. This checklist is not a "list of rules", nor is it part of WPLUG's governance - it is simply intended to be a practical guide.
When the New Board Takes Office
Section 6.5 of the ByLaws states that the newly-elected Board takes office either when the election meeting adjourns, or when the slate of officers is announced to the membership, whichever is later. Ideally, all of the newly-elected Board members will be present at the election meeting. In this case, they can meet privately for a few minutes during the meeting to decide who will occupy which office. While a consensus decision is ideal, a majority vote is all that is necessary. The slate of officers decided on can then be announced at the election meeting. Once the election meeting adjourns, the new Board takes office and the old Board no longer has any power or responsibility (other than turning over records/assets to the new officers in an orderly fashion).
Should the newly-elected Board not reach/announce a decision during the election meeting, it will need to meet at a later time ("promptly"). This can happen at the next scheduled Board meeting as described below, or at some other time. Once a new slate of officers is decided on by majority vote, it must be announced to the membership. This can happen by e-mail to the wplug-members list, or in person at a membership meeting (GUM). The new Board takes office immediately when the announcement is made.
The Transition Meeting
From a practical perspective, the next scheduled Board of Directors meeting following the election has often been used to facilitate the transition from the outgoing Board, to the newly elected Board. (This guide does not address how a transition would be organized if the membership should dissolve the Board pursuant to section 4.6 of the ByLaws, and the outgoing board refuses to cooperate in the transition; this will likely require action by the membership. In the event that this should happen, WPLUG most likely has bigger problems than just how to organize a transition....)
Who Should Attend the Transition Meeting
The transition meeting is, at its core, a regularly-scheduled meeting of the WPLUG Board of Directors. As such, a quorum of the current Board in office must attend in order to conduct any business. Ideally, all members of the old and new Boards should attend to complete the handover.
Where Should The Transition Meeting Be Held?
The venue for the Transition Meeting can be any location suitable for holding a WPLUG Board of Directors meeting. It is desirable that the meeting be held at a venue where wireless or wired Internet access is available, so that the wiki and server can be updated in real time, and e-mails can be sent to the membership, during the meeting. The venue for the Transition Meeting should be specified (as normal) in the meeting notice issued by the Secretary (of the outgoing board).
Template Agenda For Transition Meeting
This template was prepared with the idea that the announcement of the new Board (and thus its entry into office) would take place during the Board meeting. Note that if the new Board officers were announced at the election meeting, or sometime before the Board meeting, then the previous Board has left office and would have no formal role during the Board meeting (although they still should be present to complete the handover tasks).
- Chair (of the outgoing Board) calls the meeting to order.
- Minutes of prior Board of Directors meeting are read and approved.
- Officers of the ouutgoing Board give their final reports.
- The Chair recognizes the members of the incoming Board and gives them the floor to discuss and decide on officer assignments.
- Upon completion of those discussions, members of the incoming Board report their chosen slate of officers to the Chair.
- The Chair (or another outgoing officer) sends a notification to the wplug-members and wplug mailing lists, containing notice of the new board officer assignments.
- The Chair entertains a motion to recess briefly, to allow the new board a few moments to organize themselves. This is the last "official act" of the outgoing board.
- After a brief recess, the meeting is called to order by the newly elected (incoming) Chair; minutes will be kept by the newly elected Secretary.
- Review/confirm committee assignments.
- Establish Board of Directors meeting schedule for the upcoming year.
- Establish GUM schedule for the upcoming year.
- Incoming Chair, Secretary, and Tresurer take possession of PO Box keys from outgoing officers. Determine if any other keys are needed.
- Officers of incoming Board take possession of WSCC keys and combination to WSCC storage room lock as necessary.
- Incoming Secretary takes possession of membership roster from outgoing Secretary.
- Incoming Treasurer takes possession of WPLUG financial records and checkbook from outgoing Treasurer.
- Determine who will have signature authority on the bank account, and who will have debit cards. (Currently, the Chair and Treasurer have signature authority, and the Treasurer has a debit card. It is not specified by the ByLaws who should have signature authority and/or debit cards, so the incoming board should do what they think makes the most sense.)
Other Activities That Could (or Should) Occur During Transition Meeting
If these activities do not occur during the Transition Meeting, they should take place as soon as possible afterwards.
- Update mailing lists on server (linode.wplug.org) to reflect new officer and committee assignments.
- Update Committees list on wiki as applicable.
- Update Board member list on wiki to reflect new officer assignments.
- Update upcoming Board meeting schedule, and upcoming GUM schedule, on wiki.
- Update Inventory list on wiki to reflect who has which keys.
- Complete Template EIN Update IRS letter.
- Review WPLUG Inventory of assets and who currently has possession of them.
- Create or reactivate accounts on the server for any Board members who need one.
- Update files in /home/board/aliases on server to point to new Board and committee members' e-mail addresses.
Other Activities That Will Occur After Transition Meeting
- Put the aforementioned EIN Update letter in an envelope, and mail it to the IRS.
- Outgoing Chair or Treasurer prepares letter to First Commonwealth Bank listing new signatories for bank account, and sends it to (or hand-delivers it to) First Commonwealth Bank.
- New bank account signatories complete signature cards (most easily done in person at First Commonwealth Bank).
- New debit card holders complete debit card application (most easily done in person at First Commonwealth Bank).
- Treasurer calls First Commonwealth Bank to cancel debit cards issued to individuals no longer on the WPLUG Board.
- Treasurer updates PO Box billing contact information (at Squirrel Hill Post Office).
Officer Assignments - Practical Considerations
In addition to the requirements specified in the ByLaws regarding eligibility to hold an office, the following practical concerns should be considered when the incoming board selects it's officer slate:
- The incoming Chair must have a US Social Security number, and must be willing to disclose that number to the IRS in the aforementioned EIN Update letter. An incoming board member unable or unwilling to do this will not be able to serve as Chair.
- Anyone who will hold signature authority on WPLUG's bank account, or who will be issued a debit card on WPLUG's bank account, must have a US Social Security number, and must be willing to disclose that number to First Commonwealth Bank. Therefore, anyone unable or unwilling to do this will not be able to serve as Treasurer.
These are regulatory requirements, and there is really no way to get around them.
Holders of other offices (Vice Chair, Secretary, Director at Large) have no similar requirements.