[wplug-board] Bylaws amendments

[Patrick Wagstrom]

On Wed, 2006-08-23 at 01:40 -0400, David Ostroske wrote:
> 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.
> http://wplug.org/pages/bylaws
> 
> Here are the sections:

Here's my mods that I would propose.

> ---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.

Also, change the last sentence to "The term of membership shall last for
one year from the reception by the WPLUG board of the application for
membership and dues.  Renewal of membership shall be accomplished by
filling out a membership renewal form not more than 90 days before the
end of the membership term and by paying the membership dues.
Membership renewal shall add an additional year to the members term of
membership."

> ---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.

I'd like to change this to 4 weeks.  8 weeks is atrociously long for
someone who would like to get involved and it exudes stop energy.

My new section 3.2 would be:

All members whose membership has not lapsed at the time of a vote shall
be eligible for voting rights with the following exceptions:
  During the first 28 days of membership, members are not permitted to
vote, be nominated for office or hold a position on the board.  

Explanation: if you don't pay, you shouldn't be able to vote.

> ---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)".

How about 30 days?  Seriously, if it takes you 180 days to get your
stuff together we should nix it and make them wait 4 weeks again.

My new section 3.3:

Any member who has their term of membership expire without renewal shall
be dropped from the membership.  Members who have been dropped from the
membership in the the last 30 days shall be considered in arrears and
eligible to renew their membership and immediately partake in voting.
If a member in arrears renews their membership, their new term of
membership shall be one year from expiration of their previous
membership term.


> ---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.

My suggestion:

The WPLUG governing board shall consist of 5 elected directors.

> ---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."

Sounds good.

> ---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".
> 
> 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.

How about just changing 1. to:

The sum of the prescribed size of the board plus the square root of the
total membership, rounded down.

--Patrick