|
Grex > Coop6 > #53: Proposal to change the corporation's bylaws (no board election quorums) | |
|
| Author |
Message |
srw
|
|
Proposal to change the corporation's bylaws (no board election quorums)
| 
Dec 16 07:09 UTC 1994 |
First I will quote article 7 of the Grex Bylaws:
Amendments to these bylaws may be proposed and voted upon at any
time according to the procedures of Article 5a. In order for a
proposed amendment to take effect, 2/3 of the membership must
vote, with a 3/4 majority voting in favor of the change.
Article 5a, mentioned in article 7, states the mechanics of the
voting process as follows:
a. Any member of Grex may make a motion by entering it as the
text of a discussion item in a computer conference on Grex
designated for this purpose. The item is then used for
discussion of the motion. All Grex users may participate in
the discussion. No action on the motion is taken for two
weeks. At the end of two weeks, the author may then submit a
final version for a vote by the membership. The vote is
conducted on-line over a period of ten days.
According to article 7 of the Grex Bylaws, and via the process described
in article 5a, I propose as a member of Grex the following motion
for discussion. After two weeks of discussion, the resulting wording
is to be submitted to a vote by the membership.
PROPOSAL
I propose that the Grex Bylaws be amended as follows:
Articles 4d and 4e should be changed to delete the reference to
the requirement that 2/3 of the membership must vote for an
election to be valid.
Current wording:
d. Nominations will be submitted by November 15th and elections
held between the 1st and 15th of December for terms to
commence January 1st. 2/3 of the membership must vote for
the election to be valid. The nominees receiving the most
votes will be appointed to the BOD.
e. A BOD member shall be removed from office if they resign,
not be available for meetings or respond to BOD
communications for a period of four months, or be voted out
of office by a vote of the membership, with 2/3 of the
membership voting and 3/4 of the ballots cast in favor of
removal.
Proposed wording:
d. Nominations will be submitted by November 15th and elections
held between the 1st and 15th of December for terms to
commence January 1st. The nominees receiving the most
votes will be appointed to the BOD.
e. A BOD member shall be removed from office if they resign,
not be available for meetings or respond to BOD
communications for a period of four months, or be voted out
of office by a vote of the membership, with 3/4 of the
ballots cast in favor of removal.
|
| 200 responses total. |
srw
|
|
response 1 of 200:
|
Dec 16 07:19 UTC 1994 |
Now please note that only the change to 4d, not 4e, is not critical to
solving our current problem. I have included it in this package because
of how I feel about these quorums. I feel that these quorums are destructive
to the proper governance of Grex. I believe this because I am familiar with
the amopunt of discussion that takes place here, and I can see clearly
that people are being coerced to vote, thus resulting in the potential
for thoughtless votes being cast. These quorums are not in the best interest
of Grex. I believe that theye never have been, but that the issue was
not forced until now.
I would be willing to drop the change to section 4e from this proposal,
if someone were to convince me that it decreased the chance of passage.
I think it is essential for us to pass the change to section 4d so
that Cyberspace Communications may duly elect a board of directors.
At this point the floor is open to all users (member or not) for
a discussion of the motion I have proposed.
|
cicero
|
|
response 2 of 200:
|
Dec 16 07:30 UTC 1994 |
Well, you beat me to it. I was starting to formulate something like
this also. The two things that I would like to add are a statement
that non-voting members are considered to have officially abstained,
and an extension of this same concept to cover future policy votes
as well.
Come to think of it, a third thing I'd want to add is to make this
proposal retroactivly effective from right now (if passed) so that
we can hold a concurrent election and have it apply.
|
kentn
|
|
response 3 of 200:
|
Dec 16 14:30 UTC 1994 |
Is there still a need to declare abstentions if there is no quorum
requirement? I'd prefer any changes not be any more complicated than
necessary to do the job. Perhaps I don't want to vote, dammit, and
that *includes* being counted as an abstention...
And let's NOT make anything retroactive. Bad precedent. I don't
like this idea of re-writing history to save face. We held an election,
it was invalid. Now we hold another election.
|
popcorn
|
|
response 4 of 200:
|
Dec 16 15:51 UTC 1994 |
Right. The idea is to make this proposal cover the re-run of the board
election, rather than having to first vote on this proposal and only then,
when it's complete, hold the re-run of the board election.
|
scg
|
|
response 5 of 200:
|
Dec 16 23:02 UTC 1994 |
That's assuming we can have a rerun. The bylaws don't cover that.
Perhaps we should ammend this ammendment to say that, in this case, a
rerun of the election is permissable.
|
cicero
|
|
response 6 of 200:
|
Dec 17 00:00 UTC 1994 |
scg may be right there. Maybe we should add a bylaw that covers what to
do if an election is invalidated (for any reason--there may be others in
the future).
|
srw
|
|
response 7 of 200:
|
Dec 17 02:42 UTC 1994 |
I think the inferral of abstention is unnecessary, and I don't support it.
I also don't like the idea of retroactive measures. Let's get this
quorum business decided so we know how to run the board election.
The question of whether the current board members can continue to
serve until replaced by duly elected members in a valid election
should be discussed elsewhere. I'd like to hear some legal interpretations
on that one, btw.
My proposal as stated does not remove all the quorum requirements.
There remain quorum requirements in the bylaws that cover voting on
proposals (such as this one). I deliberately left those out of this
proposal because I am afraid that inclusion might hurt the chances of
passage for this proposal. I could be convinced to reconsider, and I
would alternatively look kindly on a separate proposal to amend those bylaws.
I do not support any of the quorums, myself. In a conferencing environment
like Grex, I feel that they quickly become coercive.
|
srw
|
|
response 8 of 200:
|
Dec 17 03:33 UTC 1994 |
I received suggestions in email from several who think that the bylaws,
if amended, should be amended to have *all* reference to quorums
removed. I am considering adding that to this proposal. I need help
deciding whether this is a good thing or not. Here is what I would propose
the additional wording to be:
Current wording of article 5b:
A motion will be considered to have passed if, and only if,
at least 50% of the membership has cast a ballot, and more
votes were cast in favor than against.
Proposed new wording of 5b:
A motion will be considered to have passed if more
votes were cast in favor than against, except as provided
for bylaw amendments.
Current wording of article 7:
Amendments to these bylaws may be proposed and voted upon at any
time according to the procedures of Article 5a. In order for a
proposed amendment to take effect, 2/3 of the membership must
vote, with a 3/4 majority voting in favor of the change.
Proposed new wording for article 7:
Amendments to these bylaws may be proposed and voted upon at any
time according to the procedures of Article 5a. In order for a
proposed amendment to take effect, a 3/4 majority voting in favor
of the change is required.
|
andyv
|
|
response 9 of 200:
|
Dec 17 20:17 UTC 1994 |
Since abandonning quarums seems to be well on its way, I think you should
state specifically a manor in which the elictorate should be notified
prior to an election with a sample ballot by e-mail to avoid any high handed
moves on the part of the in crowd.
The idea of a quaarum has been included so often because of the desire of
the founders of corporations are looking at longevity and protection I think.
When that bit of protection is eliminated, something must be put in its
place.
|
srw
|
|
response 10 of 200:
|
Dec 18 01:44 UTC 1994 |
That is a good point Andy. In writing this proposal the way I did, I was
relying on the kind of lively on-line discussions we have always had on
Grex regarding elections. For proposals, we have a bylaw already (article 4a)
which stipulates that a period of public discussion of the proposal must
go by before the election can take place. For regular board elections,
they are always held on the same dates every year, as stipulated by bylaw.
I agree that there should be good assurances that no election should take
place without all members being given the opportunity to find out about
the elections. I would not be against the idea of adding a separate article
which would apply to all elections, requiring some officer
(President or Secretary) or the VoteAdmin staffer to send email to all
members informing them of the upcoming election prior to its being held.
Do others feel this is a helpful addition? I want to make sure that this
proposal has the best chance of passing, because I feel it is essential
for us to proceed. If I get convinced to do this, I will come up with some
official wording.
|
nestene
|
|
response 11 of 200:
|
Dec 18 05:01 UTC 1994 |
Requiring notification of the members prior to a vote is a very good idea.
I remember how, during the time I was at the U., the student government of
the graduate school was effectively held captive by a very small far-left
radical group simply because they never announced the elections to anyone
outside their club.
|
steve
|
|
response 12 of 200:
|
Dec 18 07:16 UTC 1994 |
Well, I like the proposed changes. Well, not exactly like them,
becuase I'd rather be in a world where we always had 90%+ participation,
but Steve's wording is right for the situation we're in.
So can we put this up to a vote and when?
|
rcurl
|
|
response 13 of 200:
|
Dec 18 08:21 UTC 1994 |
Since the propositions have been posted, the discussion period of
two weeks has begun, and will end on Dec. 30 at 2:09 am (!). Steve
may then submit final versions of the motions, and voting will
take place between midnight Dec. 31 (auspicious!) and midnight
Jan. 10 (plus any downdays that occur).
|
rcurl
|
|
response 14 of 200:
|
Dec 18 08:39 UTC 1994 |
I suggest that a notice to members be posted in the motd right away
saying that a vote to amend the bylaws will take place beginning
Jan 1 and run to Jan 10, and where one can read the motions, and
the discussion - this Item, until the motions are reposted on
Jan 10.
|
popcorn
|
|
response 15 of 200:
|
Dec 18 14:29 UTC 1994 |
I posted it in the motd. Please yell if the wording needs revision?
|
andyv
|
|
response 16 of 200:
|
Dec 18 17:41 UTC 1994 |
The problem I have with motd is that even at 1200baud which I am runnign at
I only see the motd as a flash on my screen. Is there something wrong
with my setup or does everyone using the menu system fly right by it too?
I suggest that the motd be a screen one must at least answer with an
entry before going on.
I am on another local BBS which allows the sender of a message to request
a return receipt. Some people are on ocasionally and the return receipt
allows me to save myself a lot of time wondering if they read it. Can
that be done here? Notification is not enough, we must always be asking
if the notification is effective and then change accordingly.
|
popcorn
|
|
response 17 of 200:
|
Dec 18 17:51 UTC 1994 |
Oh! Interesting point about menu users not getting a good look at the motd.
Hm. I'd hesitate to put a "press enter to continue" into the menus as they
start up, though that could be one solution. Does your comm program have a
scrollback buffer?
|
nephi
|
|
response 18 of 200:
|
Dec 18 18:39 UTC 1994 |
That's odd. My MOTD always *scrolled* up my screen (at least slow enough for
me to push 'scroll lock'. On m-net, though, I have andyv's problem of the
super fast MOTD.
|
srw
|
|
response 19 of 200:
|
Dec 18 19:12 UTC 1994 |
Nephi made a suggestion in another item, namely that when an election is
going on, whenever a member logs in the system would check to see if the
person had been notified. If not, the person would be notified that
an election was taking place, and how to find all of the relevant information
and how to vote. A confirmation would be required by the user,
perhaps "Type 'ack' to acknowledge this notice."
Once acknowledged, the member would not have to vote, nor see the message
again. The acknoledgement would count toward the achievement of a quorum.
I may have embellished the suggestion, but I hope I did not do it any damage.
Some programming will be necessary to achieve this, and I am not ready
to incorporate this idea in my wording, as it seems to be an alternative
proposal rather than a modification of my own, but I want there to be some
discussion of these alternatives before this comes to a vote. I am mostly
interested in seeing that Grex have a workable plan for its elections.
I will support whichever scheme is most likely to pass and meets the needs
of the members who don't want to participate as well as for those who do.
|
nephi
|
|
response 20 of 200:
|
Dec 18 19:20 UTC 1994 |
Embellish all you want from me. (I embellished from cicero, anyway.)
8*)
|
kentn
|
|
response 21 of 200:
|
Dec 18 19:55 UTC 1994 |
NO ACKNOWLEDGEMENTS! Boo!
|
robh
|
|
response 22 of 200:
|
Dec 18 20:16 UTC 1994 |
Count me as against the acknowledgements, it seems like a complicated
way of allowing abstentions. Why not just allow abstentions?
|
bartlett
|
|
response 23 of 200:
|
Dec 18 21:51 UTC 1994 |
Allowing abstensions is either no solution, (if users have to log into the
voting program, just to abstain) or functionally equivalent to eliminating
quorums.
|
andyv
|
|
response 24 of 200:
|
Dec 18 22:52 UTC 1994 |
I think there is a big difference between eliminating quarums and allowing
abstensions in that when a person abstains they have had their participation
documented. I wonder if the people who haven't voted are still active users?
If all the people who haven't voted are active users, I see nothing wrong
with the idea of a member being forced into the vote program for before
further access can be obtained. The ballot can contain an option which
indicates a refusal to vote along with the abstain option. Since the ballot
is secret, no one will ever know who refuses to vote or who abstains for
whatever reason. These stats would be very helpful in getting feedback.
Maybe people hate to vote no matter whose election it is?
|