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Grex > Coop7 > #116: Serious questions about the bylaws! | |
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kerouac
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Serious questions about the bylaws!
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Oct 19 02:24 UTC 1995 |
Recently, in the context of discussions of earlier items, I was
compelled to read the grex bylaws in item #2. A couple of things
stand out.
1. While there is a mechanism for amending the bylaws there is no
set way to challenge the simple interpretation of a bylaw. Some
of these bylaws are vaguely enough written that they could mean or
imply a number of things. In fact as Ajax pointed out, Article
3, Section B states "the Board shall make decisions" but it does
not say make "all" decisions or make "exclusive" decisions. Strictly
speaking there is not in the bylaws any concrete definition of the
limits of the board's authority. But there is also missing in the
by-laws any formal way to challenge the board's authority, and thus
even ATTEMPT to define it. This clause is insufficiently worded
and if there is ever a power fight, will cause huge problems.
2. (and this is even more troubling) Article 3 Section B also states,
that the Board shall maintain an awareness of issues relevant to
grex EXCEPT issues whose discussion might compromise system security.
Who decides what is a threat to system security? In the cold war,
communists thought that even knowledge itself was a threat to security.
Clearly there is no defintion of what "system security" means and
this clause could be used at any time by staff to usurp power over
the system and control the flow of any information!
But that point is moot, because the bylaws actually dont give staff
or anyone else explicitly the right to declare anything a "security
issue" There is no mechanism for doing so!
3. Similarly, section 3e stating that meetings dealing with
sensitive security or personnel issues may be held in closed session,
is moot because there is no definition for "sensitive security or
personnel issues"
I know that most such issues and problems would be obvious but one
person's idea of "security" may easily be different than others. It
seems to me that this clause was put in as a control mechanism by
staff so that they can legally withold information (basically
insuring themselves a way to thwart a power play. If a hostile
takeover of cyberspace inc. was being attempted, staff could
declare the board vote a security issue and claim the right to hold
it in closed session so noone would know about it!)
These things should concern any user of grex, because rules that are not
defined and stipulated as explicitly as possible are rules that can be
flaunted. The bylaws of grex set up a legislative process but they do not
set up a judicial process to speak of. Whoever wrote these had in m ind
giving the staff more protection than the users.
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| 281 responses total. |
steve
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response 1 of 281:
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Oct 19 03:15 UTC 1995 |
Staff has decided what has been a security problem in the past. It
works well, and isn't bogged down with useless drivel.
I do not see how any of these items are of concern to people, frankly.
Grex was created with a *minimum* of legal bullshit.
And thats just what it is, too: BS. Many people who use Grex are
familiar with another local system on the Internet which was lots and
LOTS of government. Nothing, it seems can be done without a fight
or argument between people over the structure of the regulations.
Please, let Grex not be like that. The bylaws are simple, and
they should remain so. Let's take the concept of what "security"
means. Would Cyberspace Communications be any better off, having
somehow made a definition of that phrase?
No.
We might be box ourselves into a problem if the staff couldn't
deal with some new, disgusting thing becuase it didn't fit into
the catagory of "security problem".
Staff hasn't sat down and defined what security problems are,
but we sure know one when we see it. If we were to codify them,
we'd undoubtedly forget something, and if we were to base some
policy on that definition, we'd certainly mess up.
Trying to "specify" things almost never works. The more you've
defined something, the more holes others will find in it. Then
you get into an endless sequence of trying to be more and more
precise, while at the same time you're spending less and less time
on what you really wanted to do, which in this case was to use and
enjoy Grex.
Grex has very little "government" in it.
Let's keep it that way.
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ajax
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response 2 of 281:
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Oct 19 04:08 UTC 1995 |
For the record, I was JOKING kerouac! I find this silly.
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rcurl
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response 3 of 281:
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Oct 19 05:27 UTC 1995 |
It is silly. While I think bylaws and all that are marvelous
instruments of human endeavor and cooperation (unlike STeve), all
of kerouac's "serious concerns" are without foundations. The bylaws
give the board the power to conduct the business of the corporation
and therefore the board decides all those questions. The end.
keroac is obviously ignorant of corporate law, and is therefore talking
through his hat. It is actually rather amusing, so long as no one believes
anything he says about bylaws, etc.
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gregc
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response 4 of 281:
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Oct 19 05:47 UTC 1995 |
I agree with Rane on this one. The point that Kerouac is missing is that
the bylaws were drawn up within an assumed framework of rules that all
bylaws have to use. The book that Rane mentions in the other item probably
spells this out pretty clearly. But one of the assumptions is that it's NOT
necasary to itemize what can't be done or who can't do something, it's only
necasary to list what can be done and who can do it.
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steve
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response 5 of 281:
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Oct 19 11:42 UTC 1995 |
Rane, acutally I agree that bylaws and such are marvelous instruments.
They are what started humans to think of other ways resolve conflicts
besides killing.
But a reasonable system can be overtaxed and stretched beyond all
useful use, and that what usually happens with guiding documents.
People add and add and add to the poor thing, 'till people *expect*
that if something isn't clearly spelled out, there is an inheirent
problem. THAT is what Grex needs to avoid, and what other systems
I can think of have not.
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adbarr
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response 6 of 281:
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Oct 19 12:10 UTC 1995 |
I think we are being a tad rough on kerouac. Certainly a debate
on minutiae is not desired. But, as a matter of courtesy and respect
for demonstrated positive contributions, we could elminate characterizations
in our responses. And, it is always worth re-examining our basic assumptions.
Grex is attractive to me because discussions remain, usually, on an objective
level, with a minimum of personal degradation. It seems to me that the
questions raised should be addressed directly, clearly, and fairly with
a minimum of sarcasm or vitriol. Who knows, we might make an improvement.
I do not feel the issues point to any crisis, but it certainly does not
hurt to take a look. Certainly the same thing can be said for HVCN bylaws
which probably need updating to accommodate changes in circumstances.
The fact that there are questions makes the effort to educate worthwhile.
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selena
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response 7 of 281:
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Oct 19 15:36 UTC 1995 |
Oh, fine! Take it to another item, popcorn, says, for what?
No one is doing anything to discuss the problem there.
Except for Arnold, everyone seems intent on simply trashing the
hell out of those of us who see a problem with the bylaws. Well,
to hell with you! I have a problem with them, and it's in the mebership/
non-membership category. Now, does anyone want to actually discuss this,
or are we just going to sit here and trash each other?
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remmers
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response 8 of 281:
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Oct 19 15:43 UTC 1995 |
Re #6: Well, kerouac kinda started the rough treatment approach
by going on (in another item) about how he thought the authors
of the bylaws had done such a horrible horrible job. Heated
responses are understandable under the circumstances.
Nonetheless I basically agree--turn the other cheek, strive to
educate, etc. I speak as one of the principal authors of the
bylaws.
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adbarr
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response 9 of 281:
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Oct 19 16:49 UTC 1995 |
John, I want to review the other item. I know what it is to write
bylaws. Not a fun job, compared to some other activities. I'd rather
clean my fish tank. I also believe that "we" tend to be less responsive
to criticism (constructive) as we accumulate years of comfort in the
status quo. My impression of kerouac in his other postings has been
positive. I think he is trying to be honestly helpful, not to raise
problems for problems sake. We all have to be careful about this
new communication model. It can easily lead to misunderstanding since
feedback is somewhat delayed, and we don't have traditional body language
and facial expression to help us understand the meaning of the speaker.
Bylaws, like budgets are subject to measurement and change, not for
pente ante nit picking smart ass reasons, but to create legitimacy
in the minds of those who use and support (use or support) the structure.
The right to question, with honesty of heart, is important. <I think
you and Mary and ? did a great job>
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chelsea
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response 10 of 281:
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Oct 19 17:34 UTC 1995 |
They were not intended to be anything but a framework. The users
were going to decide what they wanted of their system and the Bylaws
were going to be refined as the system grew. I'm actually surprised
they've been only been amended once so far.
So, if you'd got a suggestion for improving them go ahead a
write it up for everyone to critique. That's how it works around here.
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rcurl
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response 11 of 281:
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Oct 19 19:40 UTC 1995 |
None of my comments have been meant to be personal aspersions. I
should not have used the term "ignorant", but should only have pointed
out that someone appears unfamiliar with how bylaws are constructed to
have legal affect. The chair of a meeting at which those interpretations
of bylaws were being made would (after a decent time for the person to
be heard) go on to recognize other speakers. I'm quite happy to do that
now. Mary is correct. A person that thinks the bylaws are inadequate
should propose amendments. Prior criticism would really be *discussion*
of as-yet unstated motions to amend, and is a less efficient procedure.
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adbarr
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response 12 of 281:
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Oct 19 21:05 UTC 1995 |
amen to 10 and 11.
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sidhe
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response 13 of 281:
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Oct 19 21:19 UTC 1995 |
So, let us discuss.
I would say that, situations being as they are, members hold no
exclusivity in the nomination of people to the Board of Directors.
What are the opposing views, and if any, why?
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gregc
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response 14 of 281:
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Oct 19 21:37 UTC 1995 |
Sifhe, I think you mis-understood what Rane meant in #11.(Or maybe I did.)
The bylaws, *as currently written*, do not allow non-members to nominate or
vote for Grex board seats. Failure to realize this is attributable to not
understanding the laws under which bylaws are written.
*However*, if you want to *change* the bylaws so that non-members can vote,
you are free to suggest an amendment to the bylaws that would allow this.
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kerouac
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response 15 of 281:
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Oct 19 22:11 UTC 1995 |
Okay maybe being TOO nit picky on the bylaws is a little silly. But
on the membership issue I found one of rcurl's earlier posts interesting.
He said michigan state law allows for tax-exempt non-profits to be run
by and business conducted by "volunteer donors" This is his argument
whereby state law dictates members should only be allowed to serve.
I think the opposite is true. I think "volunteer donor" in the law
language does not refer specifically to monetary donors, because if it
did those non-profits who do not take donations would not be covered.
Therefore the only logical definition for "volunteer donor" is
someone who has donated either time, service or money to an organization,
and said person has a legal right to participate according to state law.
Clearly, if this is the case, those who participate in this conf and
in the active discussion of the issues relevant to the functioning and
future of said non-profit organization have donated their time and
their service and have a legal right to participate in voting processes.\
There for it is my position, and this is NOT nitpicking because the facts
are stated, that the article 2 of the bylaws limiting voting rights to
those who pay dues is in violation of state law, and where in conflict,
state law takes precedence in line with the rules of incorporation in the
state of michigan.
Voting therefore is legally the right of any verified user in the grex
community who actively participates in organizational discussions and
meets the legal definition of "volunteer donor"
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ajax
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response 16 of 281:
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Oct 19 22:21 UTC 1995 |
The text in #0 raises no question about nominations specifically, or
Article 4 (Elections); it addresses Article 3 (BOD). The only point
raised that *I* think is non-obvious is who can nominate, in 4(d).
Taking it seriously, here are constructive suggestions. Are you:
1) Unclear of the intended meaning of Article 3's bylaws?
Read "Any X may..." (where X is "board member," "member," or "user"),
instead as "Any X may, and any non-X may not, ...."
Read "The X shall..." (where X is "BOD," "chairperson," "treasurer,"
or "secretary"), instead as "The X shall, and any non-X shall not, ...."
Assume in Article 3 (The Board of Directors) that the BOD decides what
is an "issue," what may "compromise security," how long a "timely
fashion" is, what "publicly post" means, and so on.
2) Clear on the intended meanings, but not liking their ambiguity?
Swap and clarify phrases as in (1), and submit revisions for member vote.
3) Not liking non-members not being able to nominate?
a) If a non-member wants to nominate someone, tell me and I'll do it.
I'll nominate all members if asked; they need only accept.
b) Or, revise bylaws with your ideas, and submit for member vote.
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chelsea
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response 17 of 281:
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Oct 19 22:34 UTC 1995 |
How was this handled in previous elections?
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gregc
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response 18 of 281:
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Oct 19 22:58 UTC 1995 |
Kerouac, you quote Rane thusly:
"He said michigan state law allows for tax-exempt non-profits to be run..."
The key here is *state law allows for*, it doesn't say "state law mandates".
All it says is that state law allows something to be set up the way you
describe, not that it *has* to be set up that way. Which it isn't here on
Grex.
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kerouac
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response 19 of 281:
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Oct 19 23:53 UTC 1995 |
Well it should be in any case. My main concern in #0 is something
Steve obviously didnt catch. I *want* there to be less bullshit in
the bylaws! I think every line including the "word" security should
be deleted because there is no purpose for that other than to give
staff a loophole to make unilateral decisions and circumvent the
power of the board.
Look Im making an honest attempt to participate and I have made
perfectly logical questions (adding a word or two to bulletproof the
board's authority isnt silly) And all Im getting in this item is
ridicule. And you wonder why people end up leaving this system? I'll
tell you why. Its when honest questions are brought up and the
system operator says "fuck the law" I think it is perfectly clear that
staff only follows the bylaws and laws when it serves their interests.
In item #106, a clear majority had no problem with modifying newuser,
and even if the sentiment was near 100%, it wouldnt get done because
staff is against it. Staff is unwilling in certain instances to yield
to user sentiment. If this is tried and doesnt work thats one thing, but
for staff to ignore a logical compromise that the majority approves is
unethical.
Further I made perfectly logical statements in that item about why
it is patently unfair to exclude active non-dues paying members from
voting. It is a fucking poll tax folks...in this country you do not
have to pay taxes to vote! I thought grex was supposed to be a
microcommunity.
Well some people would say that democracy in this country is a lie
anyway and that the views of the common person dont mean a damn. But
I hadnt realized it was that way on grex until now. I take the time
to participate because I care about this board and I get ridiculed. I
try to, in my own opinion, open up voting rights because users leave
grex in boatloads when they are hit with the reality that there is a
difference between "member" and "user" and I get ridiculed. Nobody
is going to listen on the board because half of them wouldnt have paid
dues if they could have voted without them. To them it isnt about fairness,
its about giving up some paid-for priviledge, like this is a country club.
So, to sum it all up, if you want to know what is wrong with grex, why
confs are empty and why so few of us actively participate, it is simple:
"staff doesnt give a damn when it conflicts with their own personal
self-interests" That I guess is the real world.
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scott
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response 20 of 281:
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Oct 20 00:28 UTC 1995 |
Staff is unpaid, and often contribute quite a lot of otherwise expensive time
and expertise to Grex. They *don't* do it in self-interest, since there is
no real distinction or money in working on Grex - some of the staffers
*already* have monster guru status in their own right.
So even though discussion covered a lot of ground, there was never a mandate
to spend time changing newuser. You want to see the Sun-4 *ever* get active?
Right now that is the priority. There are several things being suggested in
coop right now that may be good ideas, but we just can't spend a lot of time
on them yet.
I really *do* appreciate all the different viewpoints, and all the good
debate, but let's not beat things to death, please. :)
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kerouac
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response 21 of 281:
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Oct 20 01:01 UTC 1995 |
I know that staff is unpaid and does a lot of good work, but that
doesnt give them the right to act like martyrs who believe their
degree of suffering precludes them having to act responsibly.
In a previous item Remmers brought up a reasonable point that it
is not legal to have minors as board members. I mentioned a
compromise. Steve said "fuck the law and ignore it" I dont think
this is acting responsibly and speaks to staff protecting their
own interests.
Any staff member, no matter how much good work they do, who flaunts
the law and is openly hostile to the idea of this organization being
in-line with the law, should resign because they dont have the best
interests of this group in mind. One of these days some GOP bill will
pass regulating all this and if the bylaws are swiss cheese and the
staff wants to be renegades we will go down in flames. I dont want
to see that.
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kerouac
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response 22 of 281:
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Oct 20 01:36 UTC 1995 |
Okay I have taken Mary's advice and posted a proposal which I
hope will be linked shortly (I put it in agora so everyone can read it)
I want to apologize for the hotheadedness of my previous posts. I'm
half-german and half-irish and the only things my descendants both
liked are good beer and good fights. I just like to debate and sometimes
just do it for the sake of it, but I am serious in my views here. Staff
does a mostly good job though and I want to make sure none of them
take any of my ramblings personally. Okay now, Im going to go away for
24 hours or so and see if I can find my smile someplace. :)
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steve
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response 23 of 281:
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Oct 20 02:03 UTC 1995 |
Do you have any idea of how many laws we're already breaking?
I sure don't. But I'm sure that since we're having fun, and
let others have fun, that we're potentially breaking a whole bunch
of them right now.
Mail is a real good example. Some sex related SIG that is a
mailing list that undoubtedly, some intelligent little 14 year old
has subscribed to here on Grex is the perfect example of what
has happened here.
God alone knows what evil things have crossed through Grex in
the mails.
Grex crashed into, and successfully bumbled through the various
laws in Ann Arbor, which had they gone unchallenged, would have
*forced* Grex to leave its spot (aka the Dungeon).
And now, just for extra measure, we have people becomming aware
of the fact that 18 year olds can't "legally" be on the board of
directors.
* * *
I'll tell everyone something that I did long ago, in May or
June of 1991. That was when I first heard of this idiotic law,
and thought of Marc Unangst, who I was hoping would be a board
member. It occured to me that this was another case of a useless
law impacting people again, so I asked a laywer friend who has
dealt with corporate law here in Michigan. He told me on no
uncertain terms that something evil would happen to my first
born if I ever let his name get out, as he is fairly well known
in the Ann Arbor area for corporate law. So I'm not letting
his name out (Damon would be offended otherwise).
I asked him what he thought of the possibility of having a
sub-18 year old on Grex's board might do to us, legally. I
got two answers.
The official one was: "Don't". Things that that board might
do could become invalidated, etc, and make for a large mess.
The realistic one was: "Don't worry about it". Grex isn't a
high-stakes, lots-of-money organization. We don't process tens
of thousands of dollars each month. We're small potatos, basically.
He just couldn't imagine the thought of someone state bureaucrat
coming down on us for this. I was intrigued by this, and asked
him to ask his law partners. Since I'd done some computer type
things for him, he obliged me and asked them. *They* had never
heard of this happening in recent times, except for some case in
the 60's that blew up becasue of other reasons and it also turned
out that two board members were underage.
So we have two answers that conflict with each other quite
wonderfully. One is the official answer and the other the real
answer.
Now, I suppose, someone reading this conference might actually
call up someone in Lansing and complain and Grex, and/or me
specifically. If they do, we might--just might be in some
trouble.
* * *
We can sit here and come up with a thousand reasons to worry
about things, and start closing Grex down. We can have a
Worry Committee that goes about wondering what laws Grex might
be breaking, and coming up with recomendations to the board
as to what to do. This committee will never be out of a job,
either. Grex won't be much fun anymore, what with all the
verifying going on to insure "legal" operations on the system,
but it will be "safe".
We can also come up with a set of principals that really mean
something to us, and stick by them as well we can. Or, we can
start down the road of worrying about every assinine law, and
strive to obey them like good little robots. The choice is
ours, folks.
Remember, I'm speaking as one person here, and not in any
official capacity for Cyberspace Communications Inc. But I
am a member of the board, and have been since Grex's first
election. If there winds up being a hotseat about all this,
I'll be sitting in it.
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danr
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response 24 of 281:
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Oct 20 02:49 UTC 1995 |
I'd like to address this "security" issue. I am a member of the board,
but not a member of staff. The staff here does a fine job of keeping
the board up to date on all security matters, and I can assure anyone
reading this that whatever actions they have taken in the past have
been for the good of Grex.
Staff may have powers to do some extraordinary things, but the board
still has the final responsibility. If we feel that a staff member is
not doing a good job or not doing the right thing, we can remove that
person from the staff.
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