[wplug-board] Bylaws amendments

Bill Moran wmoran at potentialtech.com
Wed Aug 23 09:55:38 EDT 2006


In response to "David Ostroske" <eksortso at gmail.com>:

> Here are the sections:
> 
> ---BEGIN
> 3 MEMBERS
> 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.
> ---END
> 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.

I don't see how this is any clearer.  I'm also unclear as to what needs
to be clearer about this section?

> ---BEGIN
> 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
> Board.
> ---END
> 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.

Yeah, I can see how tracking votes is a PITA.  There was a LOT of
concern about vote-packing when we wrote the bylaws.  It turns out that
our actual issues are very different than those we were worried about.

I like the consent clause.

> ---BEGIN
> 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.
> ---END
> 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)".

I was never terribly happy with 3.2 and 3.3, but the support was
overwhelming in the committee.  IMHO, if someone's dues have lapsed,
they're off the roles -- period.

My opinion on this is to add clarification that members in arrears are
not counted toward quorum.  Then change 3.2 to say that someone whose
dues are past due is off the roles immediately.  Then we leave the
language to allow them to be reinstated by getting caught up on their
dues.

This means the Secretary only has to keep track of members who are
current on their dues.  I don't expect members paying past dues to be
reinstated to occur very often, so figuring out how long it's been
shouldn't be that much of a burden.

> ---BEGIN
> 4 BOARD OF DIRECTORS
> [...]
> 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
> ---END
> 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.

I'm pretty much opposed to changing this.  I still think our quorum
and board size problems are the result of giving away membership for
free, and once we stop doing that the problem will go away.

I wouldn't be opposed to a _temporary_ measure to ease the pain until
membership comes back to a more reasonable level, but I'm against a
bylaws change in this area.  I don't feel like we actually have
enough information to change anything yet.

> ---BEGIN
> 5 MEMBERSHIP MEETINGS
> [...]
> 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.
> ---END
> 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."

I'm unclear as to what you are trying to solve here.

> ---BEGIN
> 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.
> ---END
> 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".

I'm opposed to changing this for the same reasons that I'm opposed to
changing the board size calculations.

Again, I wouldn't be opposed to a stopgap measure while we wait for
the membership size to stabilize after instantiating some _real_ dues.
But I am opposed to a bylaws revision to fix a problem when I don't
believe the cause of the problem is the bylaws.  To me, this is like
changing the spark plugs because the car has a flat tire.

I do think in the long run that we'll want to create different types
of membership, as has been suggested by several people.  I don't know
if we want to try to take up this particular angle on Tuesday or not.

My thoughts for now.

-- 
Bill Moran
Collaborative Fusion Inc.



More information about the wplug-board mailing list