Notice of Annual Meeting September 24, 2011

Posted by Rezwan on Aug 24, 2011 at 12:30 PM
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To:  All Focus Fusion Society Members and Site Users

The Annual General Meeting of the Focus Fusion Society will be held via webinar (Link TBD) on September 24, 2011.  The webinar will begin at 12:00 pm EST with an online meet and greet and overview of the Focus Fusion Society.  Voting Members of the Society will begin the Annual Meeting at 12:30 pm.

Per the current bylaws, Voting Members are defined as follows:

A member in good standing is any person who is a paid-up member, or no more than three months in arrears.  No individual may be denied membership on the basis of race, religion, creed, gender, sexual preference or handicapped status.

Items of Business

This meeting has two important items of business.

• Introduction and ratification of new bylaws.
• Election of members to the Board of Directors.

Introduction and ratification of new bylaws

Through a series of meetings, the Transitional Board of Directors of the Focus Fusion Society, together with the Executive Director, have put together a new set of bylaws for the organization.  The Amended and Restated Bylaws (pdf) (see also .doc) are intended to replace the current bylaws (pdf). 

Why have we done this?  We’d like to take the society from being a struggling weblog, to being a full-fledged nonprofit organization that effectively achieves its pro-fusion goals.  To this end, we’ve done a study of other nonprofit organizations and are adopting many “best practices”.  We’ve also studied funding institutions and found that they require organizations to have a strong board of directors and solid governance, which is spelled out in the bylaws.  The upshot? 

Our bylaws needed fixing. 

What has changed?  The new bylaws are more thorough.  Most of this is boilerplate, modified to our purposes.  Most of it has to do with the basic operations of the Society and are meant to keep us organized and in compliance with the Internal Revenue Code.  Article 2 and 3, however, will be of key interest to Members and we urge you to look at these most carefully. 

Article 2 is the purpose of the organization. The full text of the article is copied below for your convenience.

Article 3 pertains to membership and includes a transition from formal to informal membership in the organization.  The full text of the article is copied below for your convenience.

As you can see, the new bylaws will change the organization into a “Non-Membership Organization.”  We began discussing the membership issue in the forums on September 8, 2010.  A formal (legally recognized) member of a nonprofit corporation is usually entitled, under nonprofit corporation law, to vote on a variety of business matters.  The general feedback we’ve received indicates that a non-membership structure is preferable to most members. 

Members will be reclassified as “Associate Members” with all the perks of membership, but without the voting.  This is the structure of most nonprofit organizations and seems to work very well.  Why remove formal voting rights?

We haven’t closed the door on voting membership, however.  We’ve included language in Article 3 to revisit the membership question every year.

Ratification process

Per the current bylaws, they “may be amended by a simple majority of the votes cast at the annual meeting.”  If you wish to vote to ratify (or oppose) the new bylaws, please make sure to attend the annual meeting.  Note there is no provision for proxy voting in the current bylaws. 

The vote will be “Yes” or “No” to ratify the bylaws as a whole. If you have questions or wish to propose a change to the amended bylaws, you can send an email for consideration by the bylaws committee of the Transitional Board of Directors.  Note that we have been through a long series of meetings about the bylaws and are not likely to change anything unless there is a compelling reason to do so. 

Mostly, we’d like to get on with the process and get to the next step of launching the strategic plan, raising money, and getting the Focus Fusion Society off the ground!  Let’s roll! 

Election of Members to the Board of Directors

For those of you who have been following the organization, the Focus Fusion Society has been actively recruiting board members since November of 2010 when we posted about it on the site and in the forums,  Our efforts paid off and we gathered a great group of people to act as the Transitional Board of Directors.

With the ratification of the new bylaws, we will drop the “Transitional” and establish the formal “Board of Directors”.  The Transitional Board Members who have agreed to continue serving for a 2 year term, if elected, are:

• Arif Basha
• Henning Burdack
• Ben Ferris
• Ignas Galvelis
• T. Joseph Nkansah-Mahaney
• Linda Schade
• John Shellito

If you are presently a member in good standing and wish to make other nominations (you can also nominate yourself), contact us, and you will be considered in accordance with Board Nomination procedures.  You must announce candidacy at least two week before this Annual Meeting.  We’d love to have new members!  Serving on a board is great, just ask the current members!

Please help us to estimate attendance by RSVP-ing before September 17 to indicate the number of guests attending the Annual Meeting. 

We look forward to meeting with you on the twenty-fourth of September.

Sincerely,

Rezwan Razani
Executive Director

Addendum

Article 2

Nonprofit Purposes

Section 1. IRC Section 501(c)(3) Purposes

This Corporation is organized exclusively for charitable, scientific, literary and educational purposes as specified in Section 501(c)(3) of the Internal Revenue Code, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code. 

In particular, the Corporation shall bring people together to pursue the dream of safe, clean, affordable, abundant energy from aneutronic fusion, to ensure that the ensuing technology is made available to everyone, and to foster a pro-research ethic and pro-fusion culture.. 

Specific objectives and goals shall be detailed in the Corporation’s Strategic Plan which may be revised by the Board of Directors from time to time.

Article 3

Members

Section 1.  Non-Membership Organization

Membership in the Corporation shall consist only of the members of the Board of Directors (See Article 4). The members of the Board of Directors will be the only voting members.  The Corporation was established in 2002 as a membership organization.  Per the original bylaws (Appendix 1), members’ sole right consisted of the ability to vote for the Executive Director at the annual meeting.  Few took advantage of this opportunity.  As of September, 2011, such members will be reclassified as “Associate Members” with no voting rights, unless they are members of the Board of Directors per Article 4. 

An Associate Member shall be any person who has made a monetary or in-kind donation to the Focus Fusion Society during the year. 

Associate Members may petition the Board to re-instate voting membership at subsequent annual meetings by presenting a Membership Plan that includes estimates of the costs and benefits of voting membership and a proposal for procuring the additional resources required to manage such membership.  The Board shall discuss the matter at the meeting, or, if the proposal is submitted at the meeting, convene a meeting of a Membership Committee to discuss at a future date.  Adoption of such resolution will be at the discretion of the Board. 

The purpose of removing voting rights is to streamline organizational efficiency, not to limit the voice of Associate Members.  In accordance with its Code of Conduct Policy, the Corporation shall be responsive to the feedback of Associate Members. It is hoped that the steady, engaging, informal interaction through the Website and events will be sufficient to infuse the will of Associate Members into the fabric of the organization and that formal voting will not be necessary.