Bylaws Revision: VOTING[4]

[Ray Ontko]

Nils,

Removal of a board member is an extremely disruptive process,
and should not be undertaken by the board without the explicit
consent of the membership that elected it.  I think this allows
for a board that gives full and frank discussion to issues that
don't need to involve the entire membership, and it prevents a
board from factioning and booting an unpopular member.

I think board members should only be removable on a vote by the 
membership.  This will allow board members to argue and take
on positions internally without letting personal disputes turn
into power plays.  If someone is behaving badly on the board,
in the board's unanimous opinion, it can take its case to the
membership, or let the member's term expire.

Ray

> 
> [ Some more changes:
> - cleared up removal of board members
> - cleared up who may put resolutions before the BOD and how
> - first attempt at defining a quorum 
> 
> 
> --Nils.]
> 
> 
> VOTING
> ------
> 
> - The voting procedures should be similar to a company and its stockholders 
> or to a cooperative and its members
> - each member shall have exactly one vote
> - the system needs to relatively be fast and reactive, but needs checks and 
> balances to ensure the wishes of the membership are carried out by the board
> - non contributing members should not be able to vote
> - There are too many members to ask them to vote every time an issue is 
> raised, therefore the board acts on behalf of its members
> - The board of directors together with the committees run the organization.
> - the board of directors (and its committees) represent the membership and 
> acts in accordance with its wishes.
> - from time to time the board of directors will pose questions to the 
> members when it is not clear how the membership feels about an issue
> 
> General
> -------
> - the quorum for a vote by the membership shall be set at 35% of eligible 
> voters
> - all votes (unless otherwise stated) are approved by a majority (>50%)
> 
> Resolutions
> -----------
> - resolutions are voted on by the board of directors
> - Members may vote to put resolutions before the board of directors 
> - Committees may put resolutions before the board of directors 
> - Members have the power to override decisions made by the board of 
> directors by a 2/3 majority vote.  
> 
> 
> 
> Board appointments
> ------------------
> [this will go into the 'board' section of the bylaws, but its important to 
> keep an eye on in the voting section]
> - the board members will (together with the membership committee) recommend 
> candidates for the board of directors
> - the members will approve the appointments on the board of directors
> - removal of board members shall occur by a 2/3 vote of the members or a 3/4 
> vote of the board of directors
> [should this be higher for a BOD vote?]
> 
> -- 
> Nils Lohner                         Software in the Public Interest, Inc.
> E-Mail: lohner at spi-inc.org          PO Box 1326 
> Board Of Directors <board at spi-inc.org> Boston, Ma. 02117 USA
> 
> 
> 
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Ray Ontko       |  Ray Ontko & Co  |  "RO&C: data movers and shakers."
rayo at ontko.com  |  Richmond, In    |  See us at http://www.ontko.com/