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OWA 2009 General Meeting - Oct 20th

OWA Admin - 10/7/09 10:11AM  |  Share

Your vote (in person or by mail) is needed!

Please check your email (or USPS mail if we don't have your email address) for written notice about updated Articles and Bylaws, annual elections, and other matters, which will be voted upon at the meeting on Oct 20th.

The OWA 2009 General Meeting is Tuesday, October 20th, 2009, at 6:30 PM at the office of Barcelon + Jang, 315 Bay Street, 3rd Floor, San Francisco. (Meeting location is near Safeway, between Powell and Mason. The building entry is in a courtyard, beyond a gate. Some street parking is available below Bay Street on Powell, Vandewater, Francisco or in the Safeway parking lot.) view map

more complete information is here

The Official meeting documents are here:

Inge S. Horton - 10/11,/09 4:26PM

I congratulate the Steering Committee on finally publishing this long overdue revision to OWA's Article of Incorporation and Bylaws. The Steering Committee members seem to have worked at length with a lawyer to produce these documents and I sincerely appreciate their efforts. Last night ,I read the whole document and want to share my comments.
1. We are asked to vote on these significant changes on October 20, 2009, about ten days after some of us received the letter with the documents, and for others, a much shorter time. This seems to be too short a time to review and discuss these significant changes to our legal documents, especially since we, the general membership, have not had any information about the issues at stake and under discussion by the Steering Committee. I thus urge the Steering Committee to allow more time for explanation and discussion. We do not have anything scheduled for November and a special meeting could be called for further discussion and maybe the vote.
2. While I may vote for the Articles of Incorporation, the amended and restated Bylaws are very disappointing and, in my view, should be rejected. The Bylaws consist of boiler plate language for non-profit organizations and contain nothing specifically relating to OWA. I am disappointed because I do not find any creative solution to the question of membership status and required quorum. While I see the necessity and benefit of a Health Plan for our members, the Health Plan members who are not interested in the goals of OWA and the programs which carry out the goals, can vote us out of existence and prevent any programs we want to carry out. We should not reaffirm this potentially dangerous status in the new Bylaws. Section 6. provides a glimmer of a solution by proposing two classes of membership but without defining them.
3. There is a lack of mandate for the Board of Directors or Steering Committee. They need to be charged with the implementation of OWA's purpose as stated in Section 2 and the Articles of Incorporation as expressed in policy and programs. It is fine not to state that OWA meets on a regular schedule but it could be stated what we do at the moment and allow for future changes, omissions and additions.
4. If I read the provisions correctly, officers of OWA do not have to be elected members of the Board of Directors of OWA, the corporation. This is unacceptable to me. The officers in the highest position of the corporation should be elected, either by the membership or the Board of Directors, from the pool of the elected Board of Directors.
5. There are other issues which require attention and changes, such as the omission of the horizontal structure of the OWA in the revised bylaws, but I will leave that discussion to others.
Let me close with a comparison: The proposed bylaws appear to me to be like a building with foundations, a structural skeleton, five emergency exits, and an ADA compatible toilet, but no building program, no design details, no purpose.
OWA deserves better!
Inge Horton

Wendy Bertrand - 10/14,/09 10:36AM

I agree with Inge that 10 days is not enough time to review and understand 24 pages of proposed organizational structure very different from past operations and core values represented in our current Articles and Bylaws.

ALSO the membership should have the opportunity to fully discuss impact of changes and the kind of organiztion we want to be.

Since the newsletter is only every sixty days, ninty days should be allowed for notice to vole so people can write in comments.

I was not able to reach Leslie or Mui today but I would like to see a more participatory and openly democratic process used to make changes to the organization. I hope there will be a lot more discussion as to what all this means before any action is taken.

Leslie Allen - 10/16,/09 12:29PM

I have taken OFF my Steering Committee member hat,...

I have taken OFF my Steering Committee member hat, in order to make the following personal comments:

The proposed new articles and bylaws may look alien and as tho an unfamiliar presence has taken over the OWA. I had a negative and uncomfortable reaction myself when I first studied them. I argued for including the historical wording that "defines" the OWA. It has taken me a long time to understand why it is best NOT to include it, and I will speak about this at the meeting on Oct. 20.

I want to reassure members that there is nothing in the proposed documents that prevents the OWA from continuing to do what it wants, how it wants to do it, with the exception of certain State requirements such as an annual meeting and how to notify members about it.

The proposed articles and bylaws protect, enable, and empower the OWA. The proposed doc's help the OWA to bring itself into required compliance with the law and the "generic" quality allows for maximum flexibility in our operations and activities.

The sense of a "loss of identity" can be addressed by developing updated mission statement and policy documents, as recommended by the Steering Committee over the next year. Furthermore, nothing prevents the OWA from revising or adding to the bylaws in the future.

Our own member, Carol Brittain, who is also an attorney, has given the OWA an enormous gift of her time and expertise to help the Steering Committee develop the draft documents. She is one of us, and I can promise that she has OWA's best interests at heart.

Please vote in favor of the proposed articles and bylaws.

Leslie Allen - 10/16,/09 1:11PM

[This is a response to the issues raised above]


The Steering Committee has received some questions and comments about the items to be voted on at the upcoming OWA General Meeting on October 20, 2009 at 6:30 pm at the offices of Barcelon & Jang, 315 Bay Street, San Francisco (near the Safeway).

The official meeting notice and materials are posted on the OWA website [above] and were also mailed to you a week ago.

The Steering Committee has been working in recent months to strengthen OWA's management and governance policies to ensure that OWA will continue to run smoothly from year to year and in compliance with the law, while preserving the original intentions of OWA's founders to create an open and 'horizontal' environment for all members to participate and be heard. This can best be achieved by having up-to-date corporate documents which inform and guide the Steering Committee and the members as to their rights to be heard within OWA.

The founding legal documents of OWA, its Articles of Incorporation and its Bylaws, were last revised in 1978 and need updating to comply with current law and practice. One of the proposals to be voted on at the General Meeting on October 20 is to approve new Articles of Incorporation, and another is to approve new Bylaws. The final proposal to be voted on is to elect new members to the Steering Committee, because four of its five members have reached the end of their terms or have moved away and resigned; Judy Rowe will continue in her term. It is anticipated that by attrition and life changes, the number of Steering Committee members standing for election in most years will be either two or three for a total of five members. The terms are two years each and provide more continuity than one year terms.

If you have questions and comments, please come to the OWA 2009 General Meeting to talk about them. A general discussion of these issues will take place, followed by a vote, at the meeting. If you cannot come, please send your completed proxy ballot.

Question #1: Why are the proposed Articles and Bylaws so different from the 1978 versions? Where is the historically 'horizontal' configuration of OWA?

Answer #1: California law has changed significantly in those 30+ years since 1978, and what worked then does not work any longer. The proposed new Articles and Bylaws have been written to meet current legal requirements in a straightforward, 'plain vanilla' way. Any additional policies and aspirations which the old Articles and Bylaws may contain can be adopted by the membership and/or Steering Committee as policies of OWA.

The manner in which OWA manages itself is not changing in any material way. Instead, the new Articles and Bylaws would, in the view of the Steering Committee, bring the Articles and Bylaws into closer alignment with the way in which OWA actually operates. There are practical limits to 'horizontal' organizations, in that not every decision can be made by convening the entire membership to vote on each and every issue, but it is the intention and goal of the Steering Committee in proposing these new governing documents that the historical 'horizontal' and egalitarian spirit of OWA be maintained, while bringing OWA into legal compliance.

Question #2: Why are we voting on these documents now?

Answer #2: To amend the Articles and Bylaws requires a vote of the membership, and OWA's annual General Meeting is the most appropriate time to propose these updates.

Question #3: Why do the proposed Articles and Bylaws read like 'boiler plate' language for a non-profit organization and contain nothing specifically relating to OWA?

Answer #3: The shorter document, the Articles of Incorporation, is like a 'birth certificate' for OWA and states only very basic information: the name of the corporation, its status as a nonprofit public benefit corporation, and its claim of tax exempt status.

The longer document, the Bylaws, are 'housekeeping rules' for OWA's corporate aspects. The new Bylaws cover the following topics:

-- Membership rights and dues.

-- Member meetings and voting rights, including creation of two classes of membership: voting and non-voting, so that those members who wish to be more actively involved and familiar with OWA's work can do so, while those less involved can choose non-voting membership. The Bylaws purposely do not define 'voting' and 'non-voting', instead leaving to the Steering Committee the ability to define those terms as OWA's needs and practices change over time.

-- How to hold elections of the Steering Committee (which in California is called the 'board of directors') and how it takes action.

-- How to hold elections of officers of OWA, which by law must have a president, a treasurer and a secretary.

-- Conflicts of interest safeguards, to ensure that those acting as Steering Committee members and as officers do not 'self deal'.

-- Indemnification, which requires OWA to indemnify those acting as Steering Committee members and as officers from personal liability from their acts on behalf of OWA, as long as no wrongdoing has occurred.

-- Maintenance of corporate records.

These rules affect the most basic functions and powers of a corporation, setting the manner in which the corporation is governed through the years for the benefit of all its members.


Question #4: If detailed OWA policies are not in the Bylaws, then how do we know what those policies are?

Answer #4: The Steering Committee, as elected representatives of the membership, can adopt or change or add policies and activities by resolution of the Steering Committee and will communicate those policies to the members through the newsletter and at any meetings. Practically speaking, the Steering Committee would not take significant actions it felt should be voted on by the members. Convening the entire OWA membership to vote on policies and activities that fit within the Steering Committee's powers is not practical, and it is not advisable to require a vote of the membership on various matters and then not follow through on conducting that vote, because OWA is then operating in violation of its Bylaws. If members are unhappy with the actions of the Steering Committee, then the members can (in accordance with the Bylaws) elect new Steering Committee members. Of course, the Steering Committee will respond to members' concerns at any time.

Question #5: Why is there no schedule of regular meetings in the Bylaws?

Answer #5: The members meet at least once a year, at the General Meeting, on a date set and notified to the members, as with any corporation. Specifying in the Bylaws a date for that meeting is not advisable because OWA is then in violation of its Bylaws if it does not meet on that date. Bylaws should provide general rules under which the Steering Committee and the officers, representing the members, set forth more specific dates, activities and information.

Question #6: Do the officers of OWA (president, secretary and treasurer) also have to be members of the Steering Committee?

Answer #6: No, but they can be. Sharing the workload is helpful to those volunteering to serve OWA, and in addition, there is a difference in function between the Steering Committee and the officers: the Steering Committee sets policy, and the officers implement it. Historically, the officers and Steering Committee members have worked as a group regardless of whether the officers are also Steering Committee members, and it is anticipated that such cooperation and mutual support would continue.


Wendy Bertrand - 10/17,/09 10:04AM

There is nothing that says we have to be a non-profit corporation.

Leslie talks about following the law. That is the law of California for non-profit corporations, I don't think we have the history, will, or philosophy to fit into the straight jacket being proposed. Structure is important but I feel OWA needs a less traditional more creative one where the members are full members and not just paying supporters or a few who want to determine what is to be done.

Also health plan members appear to have a conflict of interest as they individually gain from being in the organization and depend on it. That has to be rethought it is not educational or social and is too much responsiblity outside our purpose for OWA.

How is a Public Benefit Corporation better for OWA than a Membership non profit organization?

Leslie Allen - 10/17,/09 11:54AM

[the following message from an OWA member was sen...

[the following message from an OWA member was sent to my OWA email address, but intended for this Comment forum.]

Friday Evening, 16 October '09

Carol Brittain and OWA Steering Committee, Officers, Members:

A one sentence reply of sincere gratitude to all all who have
taken substantial personal time out of otherwise busy lives
to update the Articles and Bylaws, and to keep OWA going
as the remarkable collaboration that it is.

Warm regards and thanks,

Rod Freebairn-Smith

Wendy Bertrand - 10/20,/09 2:21PM

Egalitarian spirit and reality sacrificed in proposed bylaws.

One big thing these bylaws give up is the participation of members.
The Steering Committee was designed and operated for many years to facilitate the group by doing specific tasks, it did not impose policy. Every meeting was a discussion of equals. Some of that has eroded over time, and needs to be re-discussed. (There was no health plan in 1973 or dependency of some members. ) The proposed bylaws give members a vote once every two years for the Directors of the Board. The Board then makes policy and appoints officers. So we members loose our participation rights, and the leadership becomes even more vertical. The words "Steering Committee" goes out the window with these proposed bylaws as they no longer apply.

Integrity is lost if you say one thing and do another.
Don't vote so fast so there will be more discussion and alternatives.

OWA Admin - 10/22,/09 5:17PM

[Mui Ho has sent a copy of her comments made during the meeting to be posted here]

Little History on OWA

Great to see many of you making time to come to this meeting. According to statistics, when 3 % of an organizations membership shows up at their monthly meetings, that is considered really good. For OWA we generally have 25 to 45 people showing up at our general meetings, close to 15 %. This shows great participation.

OWA is still a very small women's professional organization. Although we are not the oldest women's architecture organization in this country, we are the only one still thriving in this country today. We are thriving and still full of energy because we are flexible, we have broad interests, we are inclusive in ideas and changes and most importantly we are committed to a horizontal structure with a Steering Committee over-seeing the organization.

I would like to share a little history with you on how the Steering Committee came into existence. In 1972 when Wendy Bertrand and I met, Wendy was in Graduate school here in Berkeley; I had been working for close to 10 years on both the East and West Coasts. She was not happy with the way women were being treated in school, and I had encountered different treatments between men and women architects in offices. With the Vietnam war and the draft in full swing, many of us wanted to examine and challenge our social values and practices. Wendy and I had many talks late into the night and felt that it was time for us to start a womens architect group to address our working conditions, and to improve our life both professionally and personally . Between the two of us, we managed to get 9 other women to come to our first meeting making a total of 11. The meeting was very informal, very democratic and we all agreed that we needed such an organization.

I took on the role of starting a one page newsletter/announcement to keep the group informed on our future plans and meetings. It was done in the cut and paste method. In the mean time, November 1973, I found out that Dolores Hayden was in town ; she had started a women architects group in Cambridge, Mass a year earlier. I quickly contacted her and invited her to come to my house to give us here on the West Coast a talk about her group. She was most articulate about the mission and goal and how it should be run. Instead of running the group with a traditional hierarchical structure like the mens organizations, she wanted to see it run by a small group of members which rotates to allow everyone to serve and to participate. She called it the Steering Committee. She also emphasized that the power of the traditional mens organizations were rested with the president and the secretary and etc, basically run top down. Women's organizations are different. According to Dolores, a womens organization should be run by a Steering Committee, and any member can volunteer to serve the organization, making the its running and responsibility rotational. Everyone shall serve according to her schedule, and most importantly it would use a horizontal structure, where all participants are equal.

I and the others found this concept most enlightening and we decided then to adopt this horizontal Steering Committee structure for our organization. Because of this, OWA has evolved, changed through the years, and survived. Our structure prevents the concentration of power from resting on one or two people; it requires, in some sense, participation from most of its members. We are into our 4th decade and we are the only women's architecture organization still thriving. I am very proud that our horizontal structure works and new ideas are still coming from bottom up and not top down.

Today, we are voting on the adoption of this new legal document. I and many members are worried that the use of the traditional terminology, President, Secretary and Treasurer, has new implications for the organization and will change our horizontal structure. And this is definitely not in the OWA spirit. Because we have to follow California law, I would like to suggest that OWA members not use these terms, President, Secretary or Treasurer - among ourselves. These three positions should be known as officers of OWA and they are equal in weight. Neither the secretary nor the treasurer has to defer to the President. The terminology of President, secretary and treasurer shall be used in the document only for legal reasons.

I hope you will support this approach and continue the horizontal structure that has sustained OWA and has worked so well for us for the past 36 years.

Thank you.

--Mui Ho

Wendy Bertrand - 10/26,/09 11:26AM

Join the forum, I have started a new topic continu...

Join the forum, I have started a new topic continuing this speech.
OWA Structure and Behavior

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