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Grex Coop Item 285: Proposed Bylaw Change - Board Size & Quorum
Entered by mary on Mon Sep 27 13:56:17 UTC 2010:

This is a proposal to change our bylaws, reducing the size of Grex's Board of
Directors and the number of  board members necessary to meet quorum. 
Presently, there are seven board members and this proposal asks  that to be
changed to five. Quorum would change from five to three board members present.

This proposal would simply substitute the new numbers for the old.  The current
bylaws state: **************************** ARTICLE 3:  BOARD OF DIRECTORS

  a. The Board of Directors (BOD) shall consist of seven individual members of
  Grex, and shall include a 
chairperson, a secretary, and a treasurer.
 

d. The BOD shall hold face-to-face meetings on a regular, bimonthly basis, and
in addition may hold special  meetings if necessary.  A quorum consists of five
BOD members.  A board member will be considered to be in  attendance at a
meeting if he or she is physically present at the location of the meeting, or
if he or she  can, via a telephone or other electronic system, hear and be
heard by all the other attendees.

*****************************
With the proposed amendments the bylaws would read:
                
*****************************
ARTICLE 3:  BOARD OF DIRECTORS
 
  a.  The Board of Directors (BOD) shall consist of five individual members of
  Grex, and shall include a 
chairperson, a secretary, and a treasurer.
 

d. The BOD shall hold face-to-face meetings on a regular, bimonthly basis, and
in addition may hold special  meetings if necessary.  A quorum consists of
three BOD members.  A board member will be considered to be in  attendance at a
meeting if he or she is physically present at the location of the meeting, or
if he or she  can, via a telephone or other electronic system, hear and be
heard by all the other attendees.

*****************************

These changes are now up for discussion for two weeks.  During that time 10% of
the membership will need to  endorse the proposal in order for the proposal to
qualify for a membership vote.

We have very few members at present.  Very few.  Please consider sending in $18
to qualify as a voting  member and be part of the process.

The bylaws can be found at:
https://grex.cyberspace.org/cyberspace/bylaws.xhtml

49 responses total.



#1 of 49 by mary on Mon Sep 27 13:58:32 2010:

Looks like the formatting didn't exactly translate.  Sorry.  


#2 of 49 by denise on Mon Sep 27 17:17:58 2010:

I'm in agreement for these 2 changes.


#3 of 49 by kentn on Mon Sep 27 18:24:35 2010:

I'm in agreement with these 2 changes, as well.


#4 of 49 by rcurl on Mon Sep 27 19:43:25 2010:

Representation should be somewhat proportional to the constituency, especially
when Grex has no members....


#5 of 49 by jgelinas on Mon Sep 27 21:00:50 2010:

Oh, it has a few, Rane. :)

I don't know that I'm in agreement with the proposal, but I do think it
should be voted on. :)


#6 of 49 by tsty on Tue Sep 28 07:12:46 2010:

  
reformatted:
  
 
 
 This is a proposal to change our bylaws, reducing the size of
 Grex's Board of Directors and the number of board members neces-
 sary to meet quorum. Presently, there are seven board members
 and this proposal asks that to be changed to five. Quorum would
 change from five to three board members present.
 
 This proposal would simply substitute the new numbers for the
 old. The curren t bylaws state: 
   
 **************************** 
   
 ARTICLE 3: BOARD OF DIRECTORS
 
  a. The Board of Directors (BOD) shall consist of seven individ-
 ual members of Grex, and shall include a chairperson, a secretary, 
 and a treasurer.
 
 
 d. The BOD shall hold face-to-face meetings on a regular, bi-
 monthly basis, and in addition may hold special meetings if nec-
 essary.  A quorum consists of fiv e BOD members. A board member
 will be considered to be in attendance at a meeting if he or she
 is physically present at the location of the meeting, or if he or
 she can, via a telephone or other electronic system, hear and be
 heard by all the other attendees.
 
 ***************************** 
 
 With the proposed amendments the bylaws would read:
 
 ***************************** 
 
 ARTICLE 3: BOARD OF DIRECTORS
 
  a. The Board of Directors (BOD) shall consist of five individ-
 ual members of Grex, and shall include a chairperson, a secretary, 
 and a treasurer.
 
 
 d. The BOD shall hold face-to-face meetings on a regular, bi-
 monthly basis, and in addition may hold special meetings if nec-
 essary. A quorum consists of three BOD members. A board member
 will be considered to be in attendance at a meeting if he or she
 is physically present at the location of the meeting, or if he or
 she can, via a telephone or other electronic system, hear and be
 heard by all the other attendees.
 
 *****************************
 
 These changes are now up for discussion for two weeks.  During
 that time 10% o f the membership will need to endorse the pro-
 posal in order for the proposal to qualify for a membership vote.
 
 We have very few members at present. Very few. Please consider
 sending in $1 8 to qualify as a voting member and be part of the
 process.
 
 The bylaws can be found at: 
   
  https://grex.cyberspace.org/cyberspace/bylaws.xhtml
 


#7 of 49 by jgelinas on Tue Sep 28 21:25:54 2010:

Hmmm... Not quite what the item was intended for, but still . . . I'd
like to modify the attendance definition to eliminate the reference to a
specific sense.  (What happens should we elect a deaf member to the
Board?  OK; that's facetious, since the Director would likely be
physically present.)

I propose rewording the clause to:
"or if he or she can, via a telephone or other electronic system,
communicate directly and simultaneously with all the other attendees."


#8 of 49 by mary on Tue Sep 28 21:32:50 2010:

I'd support that change.


#9 of 49 by cross on Wed Sep 29 16:26:42 2010:

I like it.  I'd change "hear" to "communicate" and remove mention of 
telephone (or any specific technology).


#10 of 49 by mary on Mon Oct 11 22:26:17 2010:

Two weeks have gone by and we seem to have two members endorsing this going
forward. So I'm asking this bylaw change be put up for a membership vote.  This
is the text for the ballot:


MOTION:  It is proposed that Cyberspace Communications Bylaw Article 3,
subsections "a" and "d"
         be replaced as follows:
 
ARTICLE 3:  BOARD OF DIRECTORS
 
  a.  The Board of Directors (BOD) shall consist of five individual members of
      Grex, and shall include a chairperson, a secretary, and a treasurer.
 

  d. The BOD shall hold face-to-face meetings on a regular, bimonthly basis,
  and
     in addition may hold special meetings if necessary.  A quorum consists of
     three BOD members.  A board member will be considered in attendance at a
     meeting if he or she can communicate and be understood by all the other
     attendees.


#11 of 49 by mary on Mon Oct 11 22:27:52 2010:

Between text edit and Grex something seems to go very wrong with 
formatting.  Sorry, again.


#12 of 49 by rcurl on Tue Oct 12 04:17:27 2010:

I checked the bylaws listed in coop, and found that there are no 
provisions for the choice/election of chairperson, a secretary, and a 
treasurer, or their terms, or how they can be removed from office.


#13 of 49 by mary on Tue Oct 12 11:13:10 2010:

True.  That has always been left to the elected board to decide. Our 
bylaws are pretty casual in terms of only addressing the broad strokes.  


#14 of 49 by jgelinas on Tue Oct 12 14:49:02 2010:

Personally, I'd prefer, "communicate WITH and be understood by," but
that is a minor quibble. :)

I endorse this proposal coming to a vote.


#15 of 49 by denise on Tue Oct 12 15:27:10 2010:

So do I [along with the change in dues].


#16 of 49 by jgelinas on Tue Oct 12 16:30:36 2010:

(Each item has to have its own endorsement, Denise.)


#17 of 49 by mary on Tue Oct 12 18:55:23 2010:

I too like "communicate with" and will add that to the proposal, which now
reads:


MOTION:  It is proposed that Cyberspace Communications Bylaw Article 3,
         subsections "a" and "d" be replaced as follows:
 
ARTICLE 3:  BOARD OF DIRECTORS
 
  a.  The Board of Directors (BOD) shall consist of five individual members of
      Grex, and shall include a chairperson, a secretary, and a treasurer.
 

  d. The BOD shall hold face-to-face meetings on a regular, bimonthly basis,
     and in addition may hold special meetings if necessary.  A quorum consists
     of three BOD members.  A board member will be considered in attendance at
     a meeting if he or she can communicate with and be understood by all the
     other attendees.


#18 of 49 by jgelinas on Tue Oct 12 19:17:24 2010:

Thank you, Mary. :)

I still endorse putting this proposal to a vote. :)


#19 of 49 by rcurl on Tue Oct 12 20:22:36 2010:

Re #13: "That has always been left to the elected board to decide. Our 
 bylaws are pretty casual in terms of only addressing the broad strokes."

Yes, pretty "casual": the bylaw don't even say that the Board can choose 
the officers. No one can, as far as the bylaws go. Or anyone can?  It 
would be very simple and hardly constraining to add "..chosen or removed 
by a majority vote of the Board." to the end of 3.a.


#20 of 49 by cross on Wed Oct 13 04:06:07 2010:

You know, Grex is in such a state right now that it seems counter 
productive to quibble about anal details like those in resp:19.  I 
endorse this going to vote, as is, instead of starting another round 
of discussion that will delay it even further.

It it really needs to be addressed, it can be addressed at another 
time.  Let's not lose sight of the forest for the trees.

To reiterate, I suppose this proposal going forward to a vote, as is.


#21 of 49 by mary on Wed Oct 13 12:04:26 2010:

I agree.  The vote admin has been notified in a casual fashion. ;-)


#22 of 49 by remmers on Wed Oct 13 13:07:43 2010:

Hello, this is your friendly vote admin.  It looks like this
proposal is ready to go forward to a vote.

To be honest, this matter kind of snuck up on me.  It's been
quite a while since a member proposal has been formally
voted on, and so it's been quite a while since I've had occasion
to look at the vote program code for doing so.  It'll probably
take me until this weekend sometime to get that up and running.

To facilitate matters and move this forward more quickly, since
there are very few voting members at this point (less than 10?),
it might be reasonable to run this vote somewhat less formally
as an email poll, or something of the sort, if that's acceptable
to the voters.  Let me know how you'd like to proceed.


#23 of 49 by mary on Wed Oct 13 13:11:22 2010:

I'm fine with email.  More than fine.  It's a practical way of moving this 
forward.


#24 of 49 by kentn on Wed Oct 13 15:52:55 2010:

Yes, e-mail is fine by me.  Anything to speed this up as long as it
is properly counted and documented for future reference.


#25 of 49 by cross on Wed Oct 13 16:44:56 2010:

Hmm, email access for me right now is occassionally problematic.  I 
vote yes.


#26 of 49 by denise on Wed Oct 13 17:30:49 2010:

E-mail's fine with me; just let us know who to send it to.


#27 of 49 by jgelinas on Wed Oct 13 20:00:38 2010:

My only quibble is that people can pay their dues at any time during the
vote and have their vote counted as that of a member.  If the VoteAdm is
comfortable collecting the messages and sorting the wheat from the
tares, I can live with that.


#28 of 49 by rcurl on Thu Oct 14 03:39:12 2010:

How does one become a member in order to vote? Members have not been asked
to renew their membership for a long time, so there are only a few members
now, who are a tiny fraction of the former membership. Are the the only ones
that can vote, when the whole idea of membership has lain fallow so long? 
Just have the board declare all users that vote are members for the action
of voting on this amendment.


#29 of 49 by jgelinas on Thu Oct 14 12:39:49 2010:

The one always has, Rane: pay dues.

Members should know when they last paid dues and how much they paid. 
Therefore, they should know when their membership expires.  Reminders
from the organisation shouldn't really be necessary.

Back in December, the Board declared all former members to be eligible
to vote and then declared a six-month moratorium on dues; these actions
did not encourage people to join.  The only conclusion possible is that
the now-former members don't really care all that much.

From the web site:

Paying Dues by Check or Money Order

Membership dues are US$6 per month or US$60 per year. You can send a
check payable to "Cyberspace Communications" or "Grex" to

                Cyberspace Communications, Inc.
                P.O. Box 4432
                Ann Arbor, MI 48106-4432 (USA)
              
Be sure to tell us your Grex login name. If you pay other than by
personal check, please include a photocopy of some ID. (As a membership
organization, the law requires that we be able to identify our members,
but we do not publicize your identity.)


#30 of 49 by kentn on Thu Oct 14 14:12:04 2010:

There are PayPal links on the Grex web page, also.  They are on the same
page that Joe quotes in #29.  See: http://www.grex.org/member.xhtml


#31 of 49 by mary on Thu Oct 14 14:36:09 2010:

I look at the PayPal site a few weeks ago and the only amount available is 
$60 for a one year membership.  Maybe that could be changed?


#32 of 49 by krj on Thu Oct 14 15:29:10 2010:

resp:29 ::  jgelinas wrote:
 
" Members should know when they last paid dues and how much they paid.
 Therefore, they should know when their membership expires.  Reminders
 from the organisation shouldn't really be necessary."
 
I only know a handful of people in the world who run their lives
like that.   Most people do not.    Grex does not provide any
on-line means for members to query their status.

I think any organization which depends on users to remember when 
their membership or subscription expires is bound for extinction.  :-)


#33 of 49 by kentn on Thu Oct 14 17:23:52 2010:

If you look at the grex.org web page with the PayPal links, there is
a $60 year membership and $6 per month membership links.  If we get the
dues change passed, then we can change that. 
 
As for PayPal itself, if there's only a $60/yr membership link there,
then, yes, we should change that to add the $6/mo. membership x however
months you want.  
 
It's a bit of changing after we change the bylaws, but we don't want
anyone to be confused or the situation to be wrong when they apply.
Currently, it's $60/yr and $6/month.


#34 of 49 by rcurl on Thu Oct 14 19:32:15 2010:

"Members should know when they last paid dues..."

Organizations that don't remind members when their dues are due are doomed
to disappear. 

"Back in December, the Board declared all former members to be eligible
 to vote and then declared a six-month moratorium on dues; these actions
 did not encourage people to join."

What did it mean to "join" if there were no dues? 

If the dues are going to be $18/a, hardly anyone is going to join now at $60
- especially when the organization isn't acting very friendly toward long time
supporters. 


#35 of 49 by nharmon on Thu Oct 14 19:53:21 2010:

Can't paypal handle all of this, like remind people who are no longer
paying, and provide an API for grex to reference which accounts are
members, etc?


#36 of 49 by kentn on Thu Oct 14 19:56:28 2010:

Maybe it won't pass?  Here's the deal, if you want to tell people it will
be $18 a year but then later it isn't, then people will feel ripped off.
It's okay to say there is a proposal to lower it, of course, with the
proviso that until it passes, the old rate will apply.  


#37 of 49 by jgelinas on Fri Oct 15 14:05:07 2010:

Which is why I set $18.00 in my proposal:  $18.00 buys three months at
the current rate, which is enough to vote.  If the proposal passes (and
it doesn't look like it is even going to come to a vote), then the
retroactive clause will turn those three-month memberships into one-year
memberships without further ado.

Right now, *I* am not feeling "very friendly toward long time
supporters."  Unfortunately, my rhetoric reflects that feeling. :(


#38 of 49 by jgelinas on Sat Oct 16 14:07:06 2010:

So, are voting by e-mail or by the Polling Booth?  If by e-mail, is the
address "voteadm@cyberspace.org" valid and useful?


#39 of 49 by mary on Sat Oct 16 14:15:06 2010:

I was kind of hoping someone in a leadership position would step in and 
give folks the okay to email their vote or state their vote in this item. 
Board?  This should be a done deal before nominations for the next board 
elections begin.

Again, the final text of what we're voting on is in this item, response 
#17.


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