Moving on the bylaws issue

[John Goerzen]

Again, before I start, I want to reiterate that this message is not any sort
of official statement from the bylaws committee.  Other members may have
differing statements.

On Tue, Jul 22, 2003 at 10:39:03PM +1200, Nick Phillips wrote:
> Looking through the changes, it would be good to see some kind of rationale
> for them --  my immediate reaction to some of them is "no way!", but I do

Included below.

> have confidence that you have carefully considered them, so there must be
> something I'm missing at first glance. If you are able to give us some idea
> of why you feel each change is useful, then this would help.

While I'm at it, I should remind people that our proposals are reflective of
compromise -- trying to find solutions that work for everyone.  Therefore,
some of them might not be exactly what I want to see, but are nevertheless
things that I see as an improvement over the current situation.

> As an example, consider the change which mentions allowing the board to
> keep resolutions confidential.

Actually, this change has a lot *more* teeth than the current situation,
which allows resolutions to be confidential with no special actions.  The
proposal requires all resolutions to be published before taking effect, and
moreover, defines the exception very narrowly.

-----------------------------------------
Commentary on changes
-----------------------------------------

I comment on the changes proposed by the Bylaws committee.  Please refer to
these proposals at:

  http://quux.org/devel/bylaws/20030701.html

Additionally, you may refer to the problems we examined and records of
discussions at:

  http://quux.org/devel/bylaws/status.html

I should also note that some of the things we're working on (such as secrecy
of passed resolutions) do not necessary reflect a commentary on how things
are now, but rather a dose of prevention of things we see may be problematic
in the future.

Quorum issues
-------------
The first change you'll notice is in Article Four.  As many of you are
aware, there have been continuing problems obtaining quorum at board
meetings.  Various ways to work around this have been attempted, but have
not necessarily been successful and sometimes are of debatable legality with
respect to the bylaws.

The proposed change in Article 4 does several things:

1. All quorums are handled per-vote rather than per-meeting.

   This eliminates a host of problems, such as people leaving IRC in the
   middle of a meeting and trying to define just what a meeting is in the
   context of e-mail voting.

2. Altered quorum requirements for individual votes.

   Current bylaws require 2/3 of the members to be present to vote.
   The proposals affirm that, but introduce a new mechanism: 
   resolutions may be passed if at least half the members are present,
   but only if they are passed unanimously.  2/3 have to be present
   to pass things if there is disagreement.

   This allows things which are non-controversial and largely procedural
   to be passed even if 2/3 of the board is not present.

While personally I would prefer to see other solutions to this (for
instance, delegating more work to committees and reverting to quarterly
meetings), I believe that the proposal as stated still represents a
significant improvement over the current situation.

Publication of Resolutions
--------------------------

You can find this at the end of Article 5.  The current bylaws make no
requirements that the board publish resolutions that have been accepted. 
That is, the board can take actions in secret anytime it wishes.

The text here significantly strengthens the ability of the membership to get
access to information about the board's activities.  Key to that is the
second paragraph, which says "No resolution may be considered enacted or
enforceable until . . . available to the entire contributing membership."
That is, the board can't make secret decision with immediate effect and just
stall for a month before telling people about it.

The exception here requires unanimous consent of all Board members, with
provisions for unsealing it in the future (if any Board member disagrees). 
People on the comittee have contemplated situations where things may need to
be kept secret, and want to not unduly tie the board's hands.

As a reminder, however, even with this exception, the proposal is
*significantly* more stringent than what we have now (nothing).

Composition of the Board (Article 7)
------------------------------------
This is a big problem with the current bylaws.  They state that directors
are chosen in the same manner as officers, but then don't state how officers
are chosen.  So really we *don't know* how board members and officers are
supposed to be selected right now.  We have no formal procedure to follow.

So, you will see that most anything is an improvement! :-)

Let me try to explain our changes in order of appearance.

1. All terms are changed from 3-year to 2-year terms.

   This is partly done for the mechanics of the election, and partly
   to provide a more immediate way for the membership to effect changes
   on the board, while still not leaving board members in the
   situation of continually having to devote resources to elections.

   We may need to adjust the 2003 and 2004 dates listed in the document,
   since some time has elapsed since it was proposed.

2. Officers and board members are selected by the contributing members.

   We lay out that the power to select these people rests with the
   contributing membership -- not with the existing board, officers,
   or any other group.  (This is not spelled out anywhere in the current
   bylaws.)

3. Elections are to be held at the same time each year.

   This makes sure that the election cycle is predictable and people
   can plan for it.

4. Officers are voted on one year, and board members the next.

   This ensures that the membership has a chance to effect change each
   year, while maintaining continuity by retaining some people through
   a given election.  It also reduces confusion (for instance, if a board
   member wants to run for an officer position) and makes things more
   managable due to having fewer candidates in a single election.

5. When officers are selected, there are just two questions:
   one for president and one for treasurer.  The runner-up in the election
   for president becomes vice-president.

   This makes it easy for people to vote (only two questions.)  We
   also assume that somebody that is qualified to be president is also
   qualified to be VP, but that the treasurer position requires 
   a distinct skillset, so it is placed separately on the ballot.

6. One question appears on the ballot for board members, and the top
   candidates in the election are nominated to the board.

   This is a fair and workable method: the people that end up on top in 
   the election get a seat.

7. We spell out how the secretary is chosen.  The board chooses a secretary
   from among the people already on the board (but not officers).

   This has several advantages.  For one, it guarantees that the secretary
   is someone that the membership approves of (since they were responsible
   for electing that person to the board in the first place.)  Secondly,
   since the secretary is mostly a position of managing board-related
   activities, it ensures that it's someone the board can work with
   (since the board selects the specific person).

8. There is a prohibition against running for more than one seat in any
   given election.

   The practical effect of this is that one cannot run for both president
   and treasurer at once.  This rule was added because it removes the
   need to draft resolution procedures in case a single person wins
   both elections.  This way, by mandating that condition out of existence,
   we can avoid a potentially complex and annoying situation.

Creating and Filling board vacancies (Article 7)
------------------------------------------------
Later in article 7, we adjust the procedure for filling vacancies on the
board.

The current bylaws state that the Board can nominate people to itself "for
the balance of the year" if a seat opens up.  There are several problems
with this: 1) we don't know if the "balance of the year" is a calendar year
or an election cycle; 2) if not enough people remain on the board to act,
the situation is undefined; 3) taking this power out of the membership can
lead to abuse.

Also, the current bylaws contain a vague procedure involving charges and
hearings whereby the board may expel its own members.

We change these things as follows:

1. Board members may be removed, but by a supermajority of the contributing
   membership, not the board.

2. There are limits on this power to prevent harassment and abuse.

   Each person to be removed has to be voted on separately.  Additionally,
   there can be only one recall vote against any given person in any given
   90-day period.  This is designed to limit the ability of members
   that fail to oust people from the board to harass those board members by
   continually forcing removal votes.

   The goal is to give the membership the power to remove Board members
   that genuinely deserve it, while at the same time, making sure that
   a vocal minority of the membership can not cause the organization to
   grind to a halt.

3. Specific procedures for conducting a recall vote are laid out.

   We lay out how such a vote is called for, who may vote, and eligibility
   for future positions.  The vote is for removal only, and the removed
   person may run for reelection at any time.  (Presumably the removed 
   person would not win, but they can run anyway.)

4. Conditions for filling vacancies for any reason (removal, resignation,
   or whatever) are laid out as follows:

5. If the next regular election is 40 days or less from now, no special
   action is taken, and the seat remains unfilled until then.

   This only makes sense because there is no sense holding an election now
   for somebody to be on the board for a few weeks until the regular
   election for that seat shows up.
 
6. Otherwise, an election is held immediately, narrowly-defined for the
   particular seat in question.

   For example, if a board member resigned, an election is held to determine
   that particular seat only.  If the VP resigned, an election is held
   to determine a new VP (that particular seat) -- not a full election for
   president and VP.

   This minimizes the problems that could occur by a sudden departure.

-- John