[wplug-plan] Bylaws amendments - Board and VK proposals

[Vance Kochenderfer]

Below is my attempt to frame the Board's proposals into the
language of parliamentary resolutions.  Please look through and
see if I've made any errors.

Also, I have included proposals of my own, typically making
slight modifications to the Board's proposals.  You can see,
side-by-side, the effects of both sets of proposals at
<http://www.nyx.net/~vkochend/wplug-vk-prop-2006.html>.

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Board Proposal:  Resolved, That the following words be struck out of
Section 3.1 of the bylaws: "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."

VK Proposal: To amend the Board Proposal by striking the words "The
identifying and contact information to be provided on the application
shall be set by the Board of Directors." from it, causing these words
to be retained in the bylaws.

VK Rationale: A later Board Proposal places the stricken words into
Section 3.2, but I believe they are more appropriate in 3.1.

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Board Proposal: Resolved, That the following text be substituted for
Section 3.2 of the bylaws: "3.2 Terms of Membership

"The term of membership shall last for one calendar year from the
reception by the WPLUG Board of the payment of dues and application for
membership. Renewal of membership shall be accomplished by filling out
a membership renewal form not more than 91 days (13 weeks) before the
end of the membership term and by paying the membership dues.
Membership renewal shall add an additional year to the member's term of
membership.

"The identifying and contact information to be provided on the
application shall be set by the Board of Directors. Dues shall be
approved by the membership."

VK Proposal: To amend the substitute proposed by the Board by striking
the word "Terms" from the heading and inserting the word "Term" in its
place, by striking the word "calendar" from the first sentence, and by
striking the last paragraph.

VK Rationale: The term "calendar year" may tend to imply that the term
of all memberships runs from January 1 to December 31, which I do not
believe is the intent.  I believe that the rules in the last paragraph
are better placed elsewhere in the bylaws (see other VK proposals), and
the term "approved" has a different meaning than "adopted".

VK Note: As further explained in
<http://www.wplug.org/pipermail/wplug-plan/2006-September/001752.html>,
I believe the proposed wording permits no mechanism to reject or deny
membership to any applicant.  If the intent is to allow some sort of
screening process to take place, this section must be worded
differently.

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Board Proposal: Resolved, That the following text be substituted for
Section 3.3 of the bylaws: "3.3 Voting Rights

"All Members in good standing shall be allowed to vote."

VK Proposal: To amend the Board Proposal by not inserting the proposed
text and instead striking Section 3.3 from the bylaws entirely.

VK Rationale: Voting is an essential right of membership, so it is
redundant to include this clause in the bylaws.  Robert's Rules of
Order, Newly Revised (10th edition) [RONR], the adopted parliamentary
authority, states on page 3: "A _member_ of an assembly . . . is a
person having the right to full participation in its proceedings--that
is . . . the right to _make motions_, to speak in _debate_ on them, and
to _vote_."  A member who lacks the right to vote may only exist by
action of the bylaws or by suspension of a member's rights through
disciplinary action (pp. 255, 393-394, 447, 554-555, 625, 628, and 637
of RONR).

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Board Proposal: Resolved, That the words "five (5)" be inserted into
the first sentence of Section 4.1 before the word "Directors".

VK Proposal: To amend the Board Proposal by adding "provided that in
an election taking place in the session where this motion is adopted,
only the five individuals receiving the highest number of points are
eligible to be declared elected."

VK Rationale: The added proviso makes clear that even if the election
process was started before the motion was adopted, only five Directors
are to be elected.  It in no way changes the formula for voting or
calculating who wins, nor does it change the text of the bylaws.

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VK Proposal: Resolved, That the following words be inserted as point #2
of Section 4.2 of the bylaws, and that the subsequent points be
renumbered accordingly: "set the amount of dues;".

VK Rationale: A previous Board Proposal places words to this effect in
Section 3.2, but I believe they are more appropriate in 4.2.

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Board Proposal: Resolved, That the following paragraphs be struck out
of Section 4.3 of the bylaws: "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

"In making this determination, all Members shall be counted regardless
of voting status."

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Board Proposal: Resolved, That the word "voting" be inserted into point
#1 of Section 5.4 of the bylaws before the word "membership".

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Board Proposal: Resolved, That the following words be struck out of
point #1 of Section 5.4 of the bylaws: "voting and non-voting".

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VK Proposal: Resolved, That the following text be substituted for the
entire body (but not the heading) of Section 5.4: "Ten members or
one-fifth of the membership, whichever is less, shall constitute a
quorum of the membership."

VK Rationale: WPLUG has had great difficulty obtaining quorum for its
membership meetings.  Even if the dues proposal results in fewer people
joining who aren't committed to attend meetings, the quorum formula
still seems higher than can be anticipated to show up every single
month.  As RONR page 335 states: "The quorum should be as large a
number of members as can reasonably be depended on to be present at any
meeting, except in very bad weather or other exceptionally unfavorable
conditions."  A small, unrepresentative group is already prevented from
taking "stealth action" by the notice requirement for each meeting.

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Vance Kochenderfer        |  "Get me out of these ropes and into a
vkochend at nyx.net          |   good belt of Scotch"    -Nick Danger