proposed replacement bylaws

[Joshua D. Drake]

On 07/04/2016 08:52 AM, David Graham wrote:
> This is a huge improvement, thanks Bdale.
>
> I have a number of comments as I read through it. I have not had a
> chance to read the whole thread yet so my apologies if some of these
> points have already been covered.
>
> *Article 3, Section 8: Quorum
> *
> "Members entitled to cast a majority of the total number of votes
> entitled to be cast thereat shall constitute a quorum at a meeting of
> members for the transaction of any business. "
>
> I don't like this phrasing; it is too convoluted. If the intent is to
> say that a Quorum is achieved when a majority of voters is present, then
> it should say that. But no member is entitled to cast a majority of
> votes, so looking for several members who are each entitled to cast a
> majority of votes as is implied is liable to cause future disagreements.

IIRC: This just means:

Those members that show up and can (contributing members) vote equates 
to quorum.

>
> *Article 3, Section 9: Voting
> *
> This should be a touch more specific. It currently reads: "All issues to
> be voted on shall be decided by a simple majority of those present at
> the meeting in which the vote takes place." but should read "All issues
> to be voted on shall be decided by a simple majority of [-those-
> +contributing members+] present at the meeting in which the vote takes
> place."

We already define the types of members who can and can not vote in 
Article 3, Section 3.

>
> *Article 3: Section 8 and 9* together need to be more specific about the
> type of meeting at which these rules apply. It is clear, but implicit,
> that it is at a membership and not at a board meeting, but that should
> be explicit.

This is explicit through the Article 3, (membership).

>
> *Article 4, Section 1, sub 2:
> *
> Suggest minor edit:
> "Select all Officers for the organization and approve the members of any
> standing [+or special+] committee appointed by the President"

The adding of the word special is redundant. What is the idea behind it?

>
> *Article 4, Section 2: Number
> *
> This specifies the board at exactly 9 members, while current rules
> permit between 8 and 12 members and we stick to 9 by convention and
> because achieving our arcane quorum requirements is easier with a number
> divisible by 3. Do we wish to remove the flexibility we have in the size
> of the board? Philosophical question to be decided, but my suggestion
> would be to leave it a little bit more flexible.

I believe the idea is that it could be changed by the board so it wasn't 
necessary to deal with.

>
> *Article 4, Section 3: Election and Term of Office
> *
> Suggest some changes here to make a smoother transition:
>
> "Directors are elected by [-the plurality of-] a vote of Contributing
> members [+in a manner described by Board resolution and accepted by the
> Membership; no such system may change once a voting process is under
> way+]. The Directors shall hold office for 3 year terms[+.+] [-The
> initial Directors shall be divided into three (3) equal groups,
> one-third (1/3) of them to serve for an initial term of one (1) year,
> one-third (1/3) to serve for an initial term of two (2) years, and
> one-third (1/3) to serve for an initial term of three (3) years.-] [+The
> Board shall, whenever possible, be divided into three (3) equal groups,
> in order for one-third (1/3) of the Board to be up for election at each
> annual election cycle. Board seats not vacant at the time of the
> adoption of these bylaws shall be counted from the time at which they
> were actually filled. The Board is responsible for ensuring that
> one-third annual parity is achieved.+]

I am not seeing value in the added wording. What is the problem we are 
trying to solve with it?

>
> *Article 4, Section 4: Qualification for directors
> *
> This changes our practices. Current practice is that you are a
> contributing member by virtue of being elected to the board. These new
> bylaws require you to already be a contributing member to serve on the
> board. It is important to decide which way we want to do this; my take
> is anyone who can seek and win an election to be a Board member should
> be eligible to be so, whether or not they were a contributing member at
> the start, but more to the point leaving the power of deciding who is a
> contributing member in the Board's hands could result in a Board
> disqualifying someone's membership in order to disqualify their board
> nomination, which at the very least must be expressly forbidden.

I think changing it to the new way is fine but I am also not opposed to 
the way we do it now.

>
> *Article 4, Section 5: Removal
> *
> IMO this should also require notice to the contributing membership, not
> only the Board.

In spirit I agree with you but then we get into this idea of what is 
notification? Do we email the list? Do we email each individual member? 
Does it end up as a -announce or on the website?

>
> *Article 4, section 7: *vacancies, subclause b contradicts Article 4,
> section 2 (as noted earlier)
> "(b) an increase in the authorized number of Directors by resolution of
> the Board; or"

Not conflicts, is dependent on. We have to have 9, if we increase that 
to 13 the resolutions and votes that will have to reflect that.

>
> *Article 4, Section 8: Meetings:
> *
> Meetings of the Board may be held at any place as the Board may from
> time to time fix. ((The annual meeting of the Board shall be held at a
> date, time and place fixed by the Board. -- should the Annual Meeting
> not be an Annual General Meeting of the Membership rather than of the
> board?)) [+The Board must meet a minimum of four times per calendar
> year.+]

I do not see a benefit in adding that the board needs to meet four times 
per calendar year. Obviously it is good to meet but forcing meetings of 
the board doesn't really help anything. We are supposed to meet at least 
once per year no matter what (by law).


> Special meetings of the Board shall be held whenever called by
> the President of the Board or any Director upon written demand of not
> less than [-three-] one-third [+of the+] Directors of the Board.

Good catch.

>
> *Article 4, Section 9: Notice of meetings*
>
> I would suggest that we retain the practice of informing the
> contributing membership of board meetings and do so in the by-laws. I
> would therefore suggest the following paragraph be added:
>
> Contributing members must be offered a practical means to be informed of
> the date, time, and location of a Board meeting at the same time as the
> Members of the Board. Any contributing member may attend any Board
> meeting without participating unless the Board, by unanimous consent of
> all Board members present, decides that, for a stated reason, a meeting
> or a portion of a meeting must be held in camera. The names of all Board
> and contributing members present shall be recorded in the minutes of the
> meeting.

If we are going to add something like this, let's just keep it simple:

Contributing members shall be notified of meetings via email to the 
contributing members email list.

>
> *Article 4, Section 10: Quorum
> *
> Note that quorum is currently at 2/3 of board members and this changes
> it to 1/2+1. That's a philosophical question that we need to decide.

Actually, it is a practical question. 2/3rds can be hard to reach, not 
nearly as difficult as 1/2+1. We have shown through the years that it is 
consistently (even if we are much better at it now) to meet 2/3rds.

>
> *Article 4, Section 12: Action by the Board
> *
> Any action required or permitted to be taken by the Board or any
> committee thereof may be taken without a meeting if all Directors of the
> Board or the committee consent in writing via email to the adoption of a
> resolution authorizing the action. A record of such action shall be
> maintained [+and provided to the contributing membership+].

Your wording changes are needed because we are a 501c3 public 
corporation and thus all resolutions are public. If they aren't then we 
are in violation.

>
> *Article 4, Section 13 *introduces the concept of "Independent
> Directors" without defining them.

I think this means the Directors that are not receiving the compensation 
but I agree, clarification would be nice.

>
> *Article 5, Section 2: Election and Term of Office
> *
> "The Officers of the organization shall be elected for a one year term
> at [+the first Board meeting following the Annual General Meeting of the
> membership+] [-the annual meeting of the Board-], and each shall
> continue in office until his or her successor shall have been elected
> and qualified, or until his or her death, resignation or removal."

What is the problem we are solving by waiting an extra month?

>
> *Article 6, Section 2, sub b:*
>
> I do not believe a subcommittee of the Board should be authorised to
> modify the by-laws. I'll come back to that later as this is dealt with
> again in the bylaws.

I am confused, it doesn't? The wording says:

A committee of the Board may have delegated authority to bind the 
organization on any matter *except* on:

a) The filling of vacancies in the Board or any committee;
b) The amendment or repeal of the bylaws or the adoption of new bylaws; and
c) The amendment or repeal of any resolution of the Board that by its terms
shall not be so amendable or repealable.


>
> *Article 8: Fiscal year*
>
> I believe our fiscal year currently starts on July 1 rather than January
> 1. It should be modified to be consistent with existing practice.

This was done on purpose. It makes more sense to be on the calendar year.

>
> *Article 11, Section 1: Amendments*
>
> This has to be redesigned. The Board, or a committee designated by the
> Board, can and should revise and propose changes to the by-laws, but any
> such changes, in my opinion, must be put to and accepted by a
> supermajority of the contributing membership. Changes to by-laws should
> not be taken lightly and these by-laws already give the Board sufficient
> power to administer the organisation through regulation that changing
> the by-laws willy-nilly should never be necessary.

A committee can not and should not be able to modify the bylaws (propose 
modifications, yes but not modify).

>
> At the very end, under the current by-laws the Board does not have the
> unilateral power to adopt the new by-laws. They must be accepted by, as
> I recall, 2/3 of the contributing membership.

It is fairly standard practice that the bylaws are able to be amended by 
the board based on some set of standards. I am not arguing one way or 
another but just stating that it is not unusual.


Sincerely,

JD



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