Grex Oldcoop Conference

Item 39: Request for Membership List

Entered by jp2 on Mon Dec 1 15:50:47 2003:

I'd like to request a copy of the membership list along with everyone's
addresses.

71 responses total.

#1 of 71 by cmcgee on Mon Dec 1 17:29:46 2003:

I don't think so.  As far as I know, the information I gave Grex to verify
my membership is not public information.  

If you get a court order forcing Grex to reveal my address then they may. 
Otherwise, no deal.

#2 of 71 by jp2 on Mon Dec 1 17:46:35 2003:

This response has been erased.

#3 of 71 by other on Mon Dec 1 18:04:56 2003:

Out of curiosity, I'd like to know the purpose for which you wish to 
obtain this list.

#4 of 71 by jp2 on Mon Dec 1 18:22:10 2003:

This response has been erased.

#5 of 71 by flem on Mon Dec 1 19:47:11 2003:

What #1 said.

#6 of 71 by mynxcat on Mon Dec 1 19:58:04 2003:

Why do you need the addresses to establish if a quorum will be 
established? Unless you plan on contacting all members personally and 
urging them to vote.

And to establish if a quorum was established after the election has 
taken place, all you need is the number of members and the number of 
members that voted. I don't think there would be a problem with that 
(you can get the number of members through the !members program). But 
remmers would be the right person to know if he can share the voting 
numbers information.

#7 of 71 by jp2 on Mon Dec 1 20:06:06 2003:

This response has been erased.

#8 of 71 by remmers on Mon Dec 1 20:06:54 2003:

When the election is over, I always report the number of members
who voted.

#9 of 71 by gelinas on Mon Dec 1 20:12:19 2003:

From Jamie's reference:

        2) If the requirements of this section have not been complied
        with, on demand of a shareholder or member in person or by proxy,
        who in good faith challenges the existence of sufficient votes to
        carry any action at the meeting, the meeting shall be adjourned
        until the requirements are complied with. Failure to comply with
        the requirements of this section does not affect the validity of
        an action taken at the meeting before the making of such a demand.

On what ground do you contend there are not sufficient votes to elect
directors?

Remember, the challenger must have "good faith."

#10 of 71 by tod on Mon Dec 1 20:34:29 2003:

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#11 of 71 by gull on Mon Dec 1 20:48:50 2003:

Maybe he's planning on a bulk mail campaign to promote his candidacy.

#12 of 71 by jp2 on Mon Dec 1 20:57:15 2003:

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#13 of 71 by jp2 on Mon Dec 1 20:58:49 2003:

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#14 of 71 by gelinas on Mon Dec 1 21:01:52 2003:

How did you determine the quorum?

#15 of 71 by jp2 on Mon Dec 1 21:15:18 2003:

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#16 of 71 by gelinas on Mon Dec 1 21:26:48 2003:

In that case, you may find the following of interest:

 History of Amendments:  
 
 January 12, 1995:  Articles 4d, 4e, 5b, and 7  (eliminating quorum
                    criteria)

The bylaws were amended specifically to NOT require a quorum for elections
or other voting.

#17 of 71 by jp2 on Mon Dec 1 21:35:41 2003:

This response has been erased.

#18 of 71 by gelinas on Mon Dec 1 22:21:41 2003:

I don't agree.  It seems to me that a statement that quorum criteria have
been removed is a positive statement that no quorum is required.

Unfortunately, the coop with the amendment is apparently not on line,
so I can't look at what was actually approved.

#19 of 71 by other on Mon Dec 1 22:42:30 2003:

"Unless a greater or lesser quorum is provided in the articles of 
incorporation, in a bylaw adopted by the shareholders or members, or 
in this act, shares or members entitled to cast a majority of the 
votes at a meeting constitute a quorum at the meeting."

Interesting.  Can our system of asynchronous online voting be 
properly considered a "meeting"?  I doubt there is legal precedent 
to establish the case.

#20 of 71 by mary on Mon Dec 1 23:06:10 2003:

I'll just read in the text of that vote.  It is found
at /usr/local/grexdoc/archives/votes/vote03 .

  PROPOSAL:

  I propose that the Grex Bylaws be amended as follows:

  Articles 4d, 4e, 5b and 7 should be changed to delete the reference
  to any requirement that a specified percentage of the membership must
  vote for an election to be valid.

  Current wording:
    4d.  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.

  Proposed wording:
    4d.  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.

  Current wording:
    4e.  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:
    4e.  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.

  Current wording:
    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 wording:
    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:
    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 wording:
    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.


VOTE RESULTS:

Results posted on Thursday, January 12, 1995.
64 of 83 eligible voters cast ballots.
Results:  55 For   9 Against
The bylaw amendment passed.

#21 of 71 by jep on Mon Dec 1 23:53:12 2003:

I'm afraid jp2 is bringing to Grex the latest round of contributions he 
has presented to M-Net; nitpicking designed to make it more difficult 
to administer the system.  I hope Grex won't get mired in this 
garbage.  I'm happy to say that M-Net, which is more susceptible to it, 
hasn't paid much attention to it, either.

Jamie appears desperate for someone to think he's clever.  I suppose he 
is -- but how much more clever it would be to make some sort of 
positive contribution.

#22 of 71 by jp2 on Tue Dec 2 00:24:57 2003:

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#23 of 71 by mary on Tue Dec 2 00:52:33 2003:

It's not broken.  I'm for leaving it alone.

#24 of 71 by cmcgee on Tue Dec 2 01:21:01 2003:

me too.

#25 of 71 by aruba on Tue Dec 2 03:00:20 2003:

Jamie - a complete list of Grex's members can be obtained with the "members"
command.

#26 of 71 by naftee on Tue Dec 2 04:01:39 2003:

WOW, REALLY ARUBA?@@

#27 of 71 by willcome on Tue Dec 2 08:01:17 2003:

lol try cat /etc/passwd

#28 of 71 by jp2 on Tue Dec 2 13:28:21 2003:

This response has been erased.

#29 of 71 by aruba on Tue Dec 2 13:53:49 2003:

It's more than sufficient for your purposes.

#30 of 71 by jp2 on Tue Dec 2 13:57:51 2003:

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#31 of 71 by gull on Tue Dec 2 14:53:32 2003:

What's your point?  Is there one, or are you just attempting to make
things as difficult as possible for staff?  You seem to come up with an
endless stream of these minor, apparently pointless issues to complain
about.

#32 of 71 by jp2 on Tue Dec 2 15:13:23 2003:

This response has been erased.

#33 of 71 by davel on Tue Dec 2 16:48:35 2003:

(You're admitting that we were right then?  Or you lost an if?)

#34 of 71 by mary on Tue Dec 2 16:53:23 2003:

If you want to know member's addresses then send them
email explaining why you want it.  If they share that
information with you, great.

But if the member doesn't want to share it, then Grex
certainly isn't going to do so either.  But you knew
that.

Your move.

#35 of 71 by jp2 on Tue Dec 2 17:07:55 2003:

This response has been erased.

#36 of 71 by aruba on Tue Dec 2 17:32:37 2003:

Jamie, what are you trying to accomplish?

#37 of 71 by flem on Tue Dec 2 17:51:15 2003:

Yeah, really.  What the hell is your point?  Can you possible imagine
that we're stupid enough to believe thet you think you're trying to do
something good for Grex with this nonsense?

#38 of 71 by jp2 on Tue Dec 2 18:07:26 2003:

This response has been erased.

#39 of 71 by remmers on Tue Dec 2 18:42:15 2003:

Re #36: I think this must be part of Jamie's grand plan to recruit more
members for Grex by making membership more attractive.

No, wait...

#40 of 71 by aruba on Tue Dec 2 19:05:33 2003:

What does this (non-) issue of quorum have to do with a membership list? 
I fail to see the connection.  The law you quoted clearly has to do with
an in-person meeting, where the voting is restricted to those people in
the room.  Here on Grex, all members are "in the room", in the sense of
being able to vote, at any time.  So a membership list won't help you to
guess how many people will vote.  Therefore I conclude that your request
for the list is an attempt to accomplish something else.  What is it?

#41 of 71 by flem on Tue Dec 2 20:09:54 2003:

As nearly as I can tell, it is an attack on Grex.  The only thing I can
imagine that he could hope to accomplish by this is to drive away
members.  And it's coming from someone who is currently running for the
board of directors.  

<spits on the floor>

#42 of 71 by jp2 on Tue Dec 2 20:49:32 2003:

This response has been erased.

#43 of 71 by willcome on Tue Dec 2 21:01:25 2003:

Would someone please tell me why Grex reacts with hostility towards 
attempts to get it to comply with the LAW?

Also, I'd like to be the first Grex member to give my address to jp2:

David Hoffman
944 Tillison Ave.
Cobourg, Ontario K9A5N2
Canada

#44 of 71 by jp2 on Tue Dec 2 21:05:03 2003:

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#45 of 71 by gelinas on Tue Dec 2 21:18:31 2003:

The use of the list is to establish that a quorum exists.  A quorum, despite
Jamie's protestations to the contrary, is not required.  Therefore, he can
NOT in "good faith [challenge] the existence of sufficient votes to carry any
action."

His actions are NOT in good faith.

#46 of 71 by jp2 on Tue Dec 2 21:25:35 2003:

This response has been erased.

#47 of 71 by gelinas on Tue Dec 2 21:27:14 2003:

Prove it.

Your citations are not proof.

#48 of 71 by jp2 on Tue Dec 2 21:33:27 2003:

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#49 of 71 by aruba on Tue Dec 2 21:35:11 2003:

Jamie - you didn't answer my question in #40.

Yes, Cyberspace Communications is a Michigan Corporation.  I'll ask the next
one: are we currently at a meeting of the membership?

#50 of 71 by jp2 on Tue Dec 2 21:36:02 2003:

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#51 of 71 by jp2 on Tue Dec 2 21:39:20 2003:

This response has been erased.

#52 of 71 by aruba on Tue Dec 2 21:52:41 2003:

I think anyone you convince of that would also be convinced that an email
address is an address.

#53 of 71 by jp2 on Tue Dec 2 21:54:41 2003:

This response has been erased.

#54 of 71 by other on Tue Dec 2 23:12:47 2003:

Jamie, unless you intend to file suit against Grex in a Michigan 
court for violation of the Nonprofit Corporation Act 162 of 1982, 
then I am comfortable ignoring your request.

If you are foolish enough to actually file such a suit, then I can 
pretty comfortably guarantee that your suit would be dismissed, 
probably with prejudice, and that a countersuit for costs incurred 
would follow.  

Your move.

#55 of 71 by gelinas on Tue Dec 2 23:26:37 2003:

#54 describes the only proof you can offer.

#56 of 71 by gull on Wed Dec 3 14:28:33 2003:

I somehow doubt that if I went to, say, the Red Cross and asked for a
list with names and addresses of all their members, they'd give it to
me.  This would sure be a gold mine for companies that sell junk mail
address lists.

#57 of 71 by flem on Wed Dec 3 16:07:13 2003:

Try it with the ACLU.  I'll bring popcorn and sell tickets.

#58 of 71 by jp2test on Wed Dec 3 17:08:52 2003:

56:  That's a fair argument, but it doesn't hold.  Here's why.  The
American National Red Cross is an organization chartered by Congress in
1905.  The charter Congress granted permits members certain voting rights
in relation to the size of district clubs.  Now, any other governing
documents developed by the ANRC (including, but not limited to bylaws and
regulations, as permitted by 36USC 300105) may give members more rights,
but I do not have access to these documents.  As their national
headquarters is two blocks away, I could stop and ask for a copy at lunch.
But the long and short of it is that the ANRC is not subject to Michigan's
non-profit governance laws.

Now, Grex (properly, Cyberspace Communications) is organized as a Michigan
non-profit (from the Articles of Incorporation[1], "Pursuant to the
provisions of Act 162, Public Acts of 1982 the undersigned corporation
executes the following articles.")  Further, from Article II of the AoI,
"The Corporation is organized on a membership basis."[2] Once someone has
become a member then, they are granted a number of rights.  Some of these
are laid down in the Bylaws.  Some could be in the AoI, but in Grex's
case, none are.  And a lot are laid down in Act 162, Public Acts of 1982,
commonly known as the "Nonprofit Corporation Act."  Member's rights fall
pretty much under chapter 4 and include such things as the ability to
assign proxies (section 450.2421), request a year-end balance sheet
(section 450.2487), and the ability to request the membership list
(section 450.2413). 

Also, you should remember that when Grex was founded, these are
restictions that were voluntarily entered into.  I know many people who
create organizations as trusts so that they can lay down their own rules
and not have to worry about restrictions on corporate governance imposed
by the their respective states.  Or some people just go to Delaware where
the restictions are so linient, they have no teeth anyway. 

This has has been an issue with the Pacifica Foundation elections going on
this month.  They have not produced membership lists despite their
requirements under California governance provisions.  Listening to WPFW
here in DC has given me some entertainment as they dance around this
issue. 

57:  I do not have details on ACLU's structure at all.  It's also
complicated by the fact there are, in fact, dozens of organizations that
comprise the "ACLU."  Odds on, you can do this in at least one of them.

[1] A transcription of this document is available as item 1 of the coop
conference or http://www.grex.org/local/grex/articles.html. 

[2] If you really want to get deep into this, compare this to M-Net's
(properly, Arbornet) where the AoI states that it will be organized on a
"directorship" basis.  This confers these rights upon the directors and
the members have essentially no rights.

#59 of 71 by willcome on Wed Dec 3 19:33:26 2003:

Free Pacifica!

#60 of 71 by spooked on Sat Dec 6 13:03:47 2003:

And, the few votes you may have received have quicky evaporated - jp2, a
suggestion: don't ever run for a political position - you're supposed to
be good at making friends and being all positive and alluring...

#61 of 71 by mary on Sat Dec 6 13:19:31 2003:

I'm hosed.

#62 of 71 by bhoward on Sun Dec 7 09:14:16 2003:

Re#61: ??

#63 of 71 by dpc on Tue Dec 9 22:04:32 2003:

Jamie's underlying premise--that Grex elections are bound by "quorum"
requirements--is wrong.  Grex elections used to have a *participation*
requirement, but that was eliminated.

The language he cites is for *meetings*, not elections.  Quorums
apply to meetings.  The language he cites from the state law confirms
this rather obvious point.

#64 of 71 by gelinas on Tue Dec 9 22:12:40 2003:

So we don't need to amend the by-laws?

#65 of 71 by jp2 on Tue Dec 9 23:58:48 2003:

This response has been erased.

#66 of 71 by dpc on Thu Dec 11 18:47:32 2003:

It's nice to have Jamie admit that his issue is with annual *meetings*
rather than our *elections.*   8-)

No, I don't think we need to amend the bylaws.

#67 of 71 by bhelliom on Tue Dec 16 17:14:54 2003:

resp:54 I'd have to say, Eric, that that's rather out of line.  what 
you're doing is tantamount to issuing an outright legal challenge.  If 
you haven't consulted the board on that, then that's not really a 
statement you can make.

#68 of 71 by other on Wed Dec 17 06:12:41 2003:

My statement in resp:54 is overtly and unambiguously a personal one.  
I do not claim to speak for the board or for Grex.  I do not feel 
compelled by the request to act upon it, because I believe it is not 
in the best interests of Grex to do so.  In any case, my feelings on 
the matter will be moot in a couple of weeks.

#69 of 71 by bhelliom on Wed Dec 17 13:37:32 2003:

Silly Other.  I do not think your feelings are moot in any case.  I 
just felt in your current position that it was out of line.

#70 of 71 by styles on Tue Mar 30 05:28:43 2004:

annoying

#71 of 71 by jesuit on Wed May 17 02:14:25 2006:

TROGG IS DAVID BLAINE

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