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

[Patrick Wagstrom]

Responded inline and tersely to conserve space.

On Fri, 2006-09-15 at 14:51 -0600, Vance Kochenderfer wrote:
> 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>.
> 
> =======================================================================
> 
> 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.

Disagree.  S3.1 is definition of membership.  Identifying information
does not define membership, that's the rationale for the change.

> =======================================================================
> 
> 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.

I think we're covered with the whole "from the reception by the WPLUG
board...".  If not, I'm fine with changing "one calendar year" to
"twelve months".

> 
> 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.

See my previous email.  This is not the intent.  The intent is to not
make instant members and define when someone becomes a member.  Without
it, someone could show up 30 seconds before a meeting, throw five bucks
at the board, and fill out the form and voila, we'd have to figure out
how to handle it.

> =======================================================================
> 
> 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).

That's fine too.  It's redundant.

> =======================================================================
> 
> 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.

I'm not a big fan of special cases in bylaws.  I think everyone will
know what we mean.  We've got cluesticks to help.  :-)

> =======================================================================
> 
> 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.

Yeah, that's a historical oddity related to the fact that it was
originally in 3.1.  Moving it to 4.2 makes more sense.

> =======================================================================
> 
> 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."
> 
> =======================================================================
> 
> Board Proposal: Resolved, That the word "voting" be inserted into point
> #1 of Section 5.4 of the bylaws before the word "membership".
> 
> =======================================================================
> 
> Board Proposal: Resolved, That the following words be struck out of
> point #1 of Section 5.4 of the bylaws: "voting and non-voting".
> 
> =======================================================================
> 
> 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.

I believe the "voting membership" was there in anticipation of possible
future membership classes.  For example, we may want to have associate
members, or student members or something like that.  As WPLUG grows and
is able to provide more benefits, we'll need to examine these.

This creates a problem with then having five directors and only five
other folks required for a meeting.  That worries me some.  I'll sleep
on it some.

Excellent work on the side by side.  Very useful as always.

--Patrick