[wplug-board] Bylaws amendments

[David Ostroske]

Sorry, guys, the draft agenda will have to wait until tomorrow. I've
only got time to go over this.

Bill, thanks for looking this over. My comments are below.

On 8/23/06, Bill Moran <wmoran at potentialtech.com> wrote:
> In response to "David Ostroske" <eksortso at gmail.com>:
[...]
> > 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?

The original language doesn't say if the dues recommendation can be
amended by the membership, though it is implied elsewhere. This
proposal is far more explicit: the Board makes a dues recommendation,
and the membership can act upon it freely, but they can't change dues
on their own.

Let me change it a little: "Dues shall be set by the membership, but
only *upon receiving a dues recommendation* by the Board." That way,
they can't put the matter aside and take it up again many moons later
without another recommendation.

> > ---BEGIN
> > 3.2 Voting Rights
[...]
> > 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
[...]
> 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.

Our concerns about vote packing were probably valid at the time. David
Tessitor had told us about organizations that he'd belonged to that
were taken over by packers. Better safe than sorry in that case, I
guess.

> I like the consent clause.

Thanks, Bill. At the time when I proposed the original language, I
think I was more against Tessitor's inability to propose a
single-sentence consent clause than the idea of the consent clause
itself. I would have acquiesced if he'd have just amended my proposal,
but he never even tried.

[...]
> 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.

In practical terms, that's actually pretty harsh. Under this, then
anyone who wanted to pay dues after lapsing couldn't do so without the
Board's explicit permission (unless they wanted to become new members
again)! All I'm wanting to do is to reduce the grace period before
they get dropped from 5 to 2 months after their voting rights lapse.

> 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.

That clarification that you mentioned could be applied to the quorum
calculation. I'm not sure how to phrase it, though.

Section 3.3 only allows members who haven't been dropped yet to
reinstate their memberships by paying up. Once they've been dropped,
we'd only have historical records to prove they were once members.
That's why I'm still pushing for a grace period before being dropped.

> 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.

It would actually be easier with a grace period, because dropping
someone involves wiping out their membership records, keeping an
archive of the dropped rolls, dropping them from the -members mailing
list, and other stuff. If they eventually did pay again, all of that
would have to be done in reverse: registration details, email list
maintenance, etc., plus getting the Board to reinstate them is an
additional chore if that needed done. But with a few extra months,
even the laziest of sods (I'm using myself as an example here) could
re-join without causing too much of a maintenance hassle.

So I'm up for changing the quorum so members that have lost their
voting rights are no longer counted, but I'd still want some time
before dropping them from the rolls.

> > ---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 don't think this is the reason why Patrick wanted to reduce the
number of Directors. I was just spelling out the ramifications of such
a change.

> 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.

Actually, I'm against changing the Board size, right now. I don't see
7 Directors being a problem. My view may be colored by my
bylaws-committee experience, in which we got to be much more efficient
with 7 people (down from 9), and we typically got 5 people together at
any given time. Even then, we were considerate of absent members with
opposing points of view.

Compare this to the Board. We have less frequent meetings than the
bylaws folks did, and handle executive rather than legislative tasks,
but the principles of representation and fair exchange of ideas remain
the same.

[...]
> > 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?
[...]
> I'm unclear as to what you are trying to solve here.

On second thought, I think I'm trying to solve a non-existent problem
here. Could we instead say that a Board elected after a dissolution
would only serve until the next regular election? If so, then we
wouldn't need my proposal.

[...]
> > 5.4 Quorum
[...]
> 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.

If the other measures and the dues increase reduce the quorum to a
manageable number, then they'll work for me. But we'd need to take
over 20 people off the rolls to reduce the quorum to the number of
actively participating members at our last few informal meetings. Can
we do that with the other proposals?

No car analogies, please. I recently had to get my brake drums
replaced. Oh, the price of it all! :)

FYI, any stopgap measure for Board or quorum sizes, since they would
need to override the bylaws, would require the equivalent of a bylaws
amendment to put into effect. We'd need to put stopgap adjustments
into a proviso.

> 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.

We might, in the future. But we'd have to determine why we'd need
different types of membership, draft definitions for the different
types, see how they would impact the rest of the bylaws, and then
present it to ourselves first. If anyone wants to make a go at it
before Tuesday, then good luck, and keep your coffee pot brewing! :)

> My thoughts for now.

Thanks again for responding, Bill, even though we don't agree on
everything. Call me crazy, but I miss the bylaws days. Writing this
legalese junk is almost as much fun as writing code, and maybe more
dangerous. I'm surprised that there aren't more geeks practicing law
out there.

-- 
David Ostroske <eksortso at gmail.com>