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Grex > Coop6 > #57: The board will meet on Wednesday, Dec 21 | |
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srw
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The board will meet on Wednesday, Dec 21
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Dec 19 07:49 UTC 1994 |
In light of the crisis of governance resulting from the failure of the recent
election of board members for the 1995 calendar year, the board of directors
plans to meet on Wednesday, the 21st of December to discuss what options
are available to us and to take care of any necessary business before
we enter this period of uncertainty.
The meeting on Wednesday is at 7PM at Amer's (on State Street) in the
lower level eating area. I have not put together an agenda, but I am
here soliciting suggestions for it.
The general public is invited, of course, as always.
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| 18 responses total. |
srw
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response 1 of 18:
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Dec 19 07:52 UTC 1994 |
I am sorry for the late notice on this. It is only two days away.
This is because until the election, the board was planning to skip
the December meeting. There was no pressing business and we could
not assemble all 7 board members due to holiday plans.
The failure of the election gave us a good reason to meet, and
we can still obtain a quorum, even if we can't assemble the full board.
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robh
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response 2 of 18:
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Dec 19 11:36 UTC 1994 |
I was hoping you could pull this off, srw. Thanks!
I'll be there if I can.
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remmers
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response 3 of 18:
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Dec 19 12:57 UTC 1994 |
An obvious agenda item: How to arrange to hold a valid board election.
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kentn
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response 4 of 18:
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Dec 19 13:26 UTC 1994 |
You might also consider some "disaster" planning, in the case that
the board election forthcoming is invalid. What effects will this
have on Grex's operations? If the situation continues (no board
quorum, unable to transact business), and the by-laws can't be amended,
drastic action may be necessary...although having the board declare
some members as "non-voting" would seem to me to be against the by-laws.
Perhaps some legal advice will be necessary? A review of "who's left"
and their positions (treasurer, etc.) would be wise, as now is the time
to make sure that all critical functions are "covered"...
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popcorn
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response 5 of 18:
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Dec 19 15:35 UTC 1994 |
continuing board members are:
danr - treasurer
rcurl
remmers - secretary
steve
non-continuing board members are:
meg
morel
srw - chair
I can give a dungeon progress report if we're still awake when the
election discussion is done.
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rcurl
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response 6 of 18:
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Dec 19 19:16 UTC 1994 |
To clarify a point: while article 4.c. of the bylaws might suffice
to authorize the new election, if anyone thinks not, it remains
the authority of the board "to make decisions...related to
daily business", and within that general power may adopt any rule
or action necessary for the good of the organizatiion, that is not
in *violation* of a provision of the bylaws. Therefore the board
has the power, at this meeting, to choose the time and procedures
for the re-election, consistent with the intent of the existing
bylaws (this sort of thing is a provision from RRO...if you want me
to find chapter and verse, I'd be glad to).
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remmers
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response 7 of 18:
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Dec 19 20:40 UTC 1994 |
I'm glad that the board is meeting on this. Since it was the
unanticipated consequence of a board-approved action -- opening up
incoming telnet to the world -- that resulted in this situation, I
think it's incumbent on the board to find a solution. We owe this
effort to the members, as their elected representatives. And the seven
people on the board still *are* the representatives of the members,
through December 31.
I hope we can all keep an open mind when we're looking for a solution.
In particular, if we can find a fair and reasonable way to have a
better chance at achieving a quorum without changing the bylaws, that
would certainly expedite matters, and allow us to consider changes to
the bylaws under less pressure, as there would be a board in existence
that would be able to conduct business.
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scg
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response 8 of 18:
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Dec 20 05:32 UTC 1994 |
Ack! There's a rather important school board meeting that I'm supposed to
cover for The Communicator that night. Decisions, decisions...
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nephi
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response 9 of 18:
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Dec 20 09:20 UTC 1994 |
That's not even funny.
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remmers
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response 10 of 18:
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Dec 21 15:07 UTC 1994 |
Grex is a member of the Accounting Aid Society. I'm going to try
to call them before the meeting tonight and see if they give advice
on the kind of problem we're having with the board election and
can indicate what our options might be. Or if they don't do that
kind of advising, they might be able to point us to someone who
does.
I think we need to find out what our options are and then decide,
with a reasonable measure of calm, what we want to do.
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rcurl
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response 11 of 18:
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Dec 21 16:24 UTC 1994 |
Re #3, I suggest that immedidately after the opening gavel, we suspend the
rules (postpone reports, primarily) and proceed to scheduling the new
election. That can be done without consideration of the outcome of the
bylaws vote, except for the dates scheduled for that.
I would then suggest that we discuss all the steps that can be taken (and
who will take them) to encourage quorums on both the bylaws vote and the
new election (notices in motd; e-mail to members; paper mail to members;
etc).
The board does not *need* to meet again until February, so we should know
where we stand on both matters before the next required board meeting. If
the bylaws are amended, the election will seat a new board; if the bylaws
are not amended, the election *may* seat a new board; if a new board is
not seated, the continuing board members can fill the vacancies (I think
it important to complete the board at that point).
If we had the normal bylaw provision that directors will serve until their
successors are elected, there would be no vacancies, although the
elections would have to be rerun (and rerun....). Therefore, until such
time as an election succeeds, or the continuing directors fill the
vacancies, I would recommend that the retiring board members be asked to
meet with the board, as though such a bylaw were in effect. The only
difference that need be noticed is which are the deciding votes on any
issue.
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rcurl
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response 12 of 18:
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Dec 21 18:50 UTC 1994 |
I forgot the board quorum (5) requirement (groan). The only action
the non-quorum board can take is to fill the vacancies, as provided
for in state law.
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scg
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response 13 of 18:
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Dec 21 22:44 UTC 1994 |
If the board is going to fill vacancies, which I hope they don't have to,
I would find it far preferable for them to choose those who got a majority
of the voters in the election we already had, or in the most recent
election if there was more than one. That would probably be a better
representation of the members than keeping the current board indefinately
would be.
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kentn
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response 14 of 18:
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Dec 22 00:01 UTC 1994 |
If the board fills vacancies, is this just until we can manage a
valid election or is the membership being totally disenfrachised for
the remainder of the appointed board members' terms?
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robh
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response 15 of 18:
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Dec 22 03:35 UTC 1994 |
As was discussed at the Board meeting which just ended, any Board
members selected by the remaining Board would only serve until
a valid election is held.
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rcurl
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response 16 of 18:
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Dec 22 07:16 UTC 1994 |
Because we will be operating in never-never land after 1 January and
until the repeat election occurs over 15-30 January, there are no
clear directives from the bylaws or even state law, for the duration
of term of appointed directors. However, because the current board
authorized the repeat election for three directors, the continuing
but incomplete board after 1 January cannot appoint directors *past*
the election - unless that election also fails to reach a quorum.
(We'll think about that, tomorrow...) Keep in mind, however, that
the continuing incomplete board consists of persons with both the
principles and best interests of Grex at heart, so the chance of any
hanky-panky is pretty remote (unless, though, power corrupts..... ;->).
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andyv
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response 17 of 18:
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Dec 22 16:45 UTC 1994 |
Both the what?
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rcurl
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response 18 of 18:
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Dec 22 20:05 UTC 1994 |
Grex principles and Grex interests.
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