[wplug-board] Bylaws amendments

David Ostroske eksortso at gmail.com
Wed Aug 23 01:40:39 EDT 2006

Alright, we got a wiki! But that's gotta wait, for me...

We'll be taking up bylaws amendment recommendations next Tuesday, so I
thought that I'd put out the changes proposed so far, and propose a
few more.

I'm thinking that we should plan to cover the entirety of the bylaws,
section by section, paragraph by paragraph. We could skip ahead, but
I'd rather we get a full reading, just so we know where we stand on
the whole document.

Here are the sections:

3.1 Definition
A natural person becomes a Member of WPLUG by completing and signing
an application for membership and paying dues. The identifying and
contact information to be provided on the application shall be set by
the Board of Directors. <Dues shall be recommended by the Board and
approved by the membership.> The term of membership shall be one year.
I recommend replacing the next-to-last sentence with: "Dues shall be
set by the membership, but only after receiving a recommendation by
the Board." This would be clearer than the current language.

3.2 Voting Rights
During the first 56 days (8 weeks) of membership, Members are not
permitted to vote, be nominated for office, or hold a position on the
I would like to append an override clause: "However, all such Members
present at a single meeting shall be permitted to vote during that
meeting, if given unanimous consent by the voting members present." My
reason for wanting this is partly an issue of reconsideration, but
also, its implementation would make keeping track of the votes at
meetings easier.

3.3 Lapsed Membership
Any Member whose dues are <182 or more days (26 or more weeks)> in
arrears shall be automatically dropped from membership. Members in
arrears but not yet dropped have the automatic right to reinstate a
lapsed membership by paying back dues. The Board shall have the power
to reinstate a former Member dropped for nonpayment and may elect to
waive past dues.
Given the Board's considerable powers in returning dropped members and
the complexities of the quorum calculation, perhaps we should reduce
this window to "91 or more days (13 or more weeks)".

4.3 Nominations
The number of Directors to be elected shall be as follows:
    * less than 50 Members: 5 Directors
    * 50 to 69 Members: 6 Directors
    * 70 to 89 Members: 7 Directors
    * 90 to 109 Members: 8 Directors
    * 110 or more Members: 9 Directors
Patrick, you're recommending that we reduce the size of the Board to
five (5) Directors. We have 82 members right now, so we'd otherwise
need seven Directors, at least with our current member count. What is
the precise formulation that you would use for Board size? Keep in
mind that the quorum calculation (section 5.4) would be affected by
this, and a reduction to 5 from 7 would also reduce our membership
quorum by 2 in normal circumstances.

5.2 Annual Meetings
The <business meeting in October> shall be designated as the annual
meeting and shall be for the purpose of electing Directors and any
other business coming before the meeting.
Something bugs me about this... what if there's a dissolution of the
Board? Could we "reset" the month for the annual meeting to the month
that an election is held following dissolution?

Something like, "However, if the membership dissolves the Board, then
the business meeting at which the next Board is elected shall be
declared the annual meeting, and future annual meetings shall be held
in the same month of the year."

5.4 Quorum
The quorum for membership meetings shall be the lesser of:
   1. <the sum of the prescribed size of the Board plus the square
root of the total membership, voting and non-voting; or>
   2. the majority of the total voting membership.
I'm thinking of replacing line 1 with: "the sum of (a) a majority of
the prescribed size of the Board, plus (b) the square root of the
total membership, voting and non-voting; or".

Another possibility: "double the prescribed size of the Board, or".
This would give us a slightly larger quorum, unless we reduced the
Board to 5, or the membership grew to over 140.

Either formulation would provide us with a slightly smaller quorum.
But both revolve around the current Board size prescribed in 4.3.

That's all for now. Chris, Patrick, would you change anything else? Bill, Beth?

Thoughts, comments?

David Ostroske <eksortso at gmail.com>

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