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Grex > Coop12 > #126: Proposed amendment to the Bylaws of Cyberspace Communications | |
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| Author |
Message |
aruba
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Proposed amendment to the Bylaws of Cyberspace Communications
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Sep 3 00:06 UTC 2002 |
/--------------------------------------------------------------------------\
| Article 3, Paragraph d of the Grex bylaws currently reads: |
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| 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. |
| |
| I propose that it be changed to say: |
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| 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 be heard via a telephone or other electronic system by all the |
| other attendees. |
\--------------------------------------------------------------------------/
This proposal makes no provision for who would pay for such a system; I
think that can be hashed out by the board when and if it becomes
necessary.
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| 79 responses total. |
mdw
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response 1 of 79:
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Sep 3 02:32 UTC 2002 |
Um. What about deaf board members attending remotely? What about mute
members attending remotely? If there is more than one remote board
member, must they be able to hear other remote board members -- or
anyone at all for that matter? (There is an obvious degenerate case if
all board members are remote and have a one-way audio path to "the
meeting".)
I think the phrase I'd use would be something along the lines of "hear
or speak with all board members, or if physically handicapped,
communicate via appropriate technology".
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jp2
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response 2 of 79:
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Sep 3 02:47 UTC 2002 |
This response has been erased.
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other
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response 3 of 79:
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Sep 3 03:34 UTC 2002 |
Article 3, Paragraph d of the Grex bylaws currently reads:
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.
I propose that it be changed to say:
d. The BOD shall hold meetings on a regular, bimonthly basis, and in
addition may hold special meetings if necessary. A quorum
consists of five BOD members. Attendance at a board meeting shall
be defined as either physical presence at the location of the
meeting, or by real-time participation in discussion and voting at
the meeting by technological means.
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jp2
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response 4 of 79:
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Sep 3 03:35 UTC 2002 |
This response has been erased.
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other
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response 5 of 79:
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Sep 3 03:37 UTC 2002 |
(The above formulation allows, but does not prefer, online meetings.)
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jp2
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response 6 of 79:
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Sep 3 03:43 UTC 2002 |
This response has been erased.
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mynxcat
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response 7 of 79:
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Sep 3 03:43 UTC 2002 |
That seems good enough
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aruba
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response 8 of 79:
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Sep 3 20:28 UTC 2002 |
Nope, don't like those changes. I'll leave the proposal as it is. It
clearly requires that everyone be able to speak to and hear everyone else.
If someone who is deaf would like to be a board member, then we can work on
an alternate proposal at that time. It is not the intention of this
proposal to allw online, text-based meetings.
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mynxcat
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response 9 of 79:
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Sep 3 20:38 UTC 2002 |
Re 6 slipped.
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aruba
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response 10 of 79:
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Sep 4 13:16 UTC 2002 |
#8 was rather rude; I apologize for getting caught up in the general
atmosphere in coop these days. Let me rephrase:
Thanks, Marcus and Eric, for your suggestions. I think I'll let the
proposal stand as written, because while I would like to see people outside
of Ann Arbor able to participate in meetings via conference call, I think a
text-based meeting would be frustrating for all concerned, and not very
productive. And as far as the language being less technical and exact than
it could be, I trust the Grex boards of the future to interpret it in the
spirit in which it is intended, that is, to allow as many people as possible
to participate.
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scg
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response 11 of 79:
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Sep 4 20:58 UTC 2002 |
I like Mark's language here, for the most part. I would suggest changing "can
be heard" to "can hear and be heard." I suppose, taking the currently offered
wording exactly as written, if somebody could be heard but could not hear,
the rest of the board would not be considered present, but that seems both
overly complicated and unclear.
I'll also note that given current speakerphone technology, the remote board
member being heard by the people in the conference room is the easy part.
Allowing those in the conference room to be hard by the remote member is what
requires good microphones.
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aruba
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response 12 of 79:
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Sep 4 21:19 UTC 2002 |
OK, I'll buy that. So make the proposal:
/----------------------------------------------------------------------\
| Article 3, Paragraph d of the Grex bylaws currently reads: |
| |
| 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. |
| |
| I propose that it be changed to say: |
| |
| 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. |
\----------------------------------------------------------------------/
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remmers
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response 13 of 79:
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Sep 4 21:39 UTC 2002 |
<remmers dons his voteadm hat>
In accordance with Article 5 of the Bylaws (see Item 2), the
discussion period on this proposal last through September 16,
two weeks from the date that Mark posted this item. If at
that time he wants to have this voted on, he submits a final
wording, and I turn on the vote program for an online vote,
which runs for 10 days. The proposal passes if more members
vote in favor than vote against.
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cross
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response 14 of 79:
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Sep 4 21:52 UTC 2002 |
Why not just say, ``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 can otherwise communicate effectively
with those present during the meeting time.''
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aruba
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response 15 of 79:
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Sep 4 21:58 UTC 2002 |
The intention of the amendment is to allow attendence via telephone, but
not via text-based communication. If people want to add that later, or
give the board the authority to decide what "effective communication" is,
then that would be a different amendment, which could be voted on
separately.
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other
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response 16 of 79:
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Sep 4 22:29 UTC 2002 |
I'm afraid I don't understand why you would propose an amendment to
specifically allow voice but exclude text based meetings, especially when
the law makes an amendment solely for voice participation entirely
unnecessary. Besides, implementing a text-based meeting would be far
simpler and less costly to all parties.
I think it makes sense for us to experiment with meeting online, just to
find out if it is workable for us. This amendment appears to assume that
it is not without even giving it a chance. I hope you will reconsider my
amendment to your proposal.
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aruba
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response 17 of 79:
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Sep 4 23:10 UTC 2002 |
I think it would be extemely painful and unproductive to try to have a
text-based meeting. I don't want to do it, and I certainly don't want to
oblige the board to slow down to a snail's pace to accomodate someone who
wants to connect via text. (I believe what you proposed would imply
that.) But your mileage may vary, and you are free to propose another
amendment, if this one doesn't go far enough for you. I suggest voting on
this one first, though.
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aruba
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response 18 of 79:
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Sep 4 23:21 UTC 2002 |
Re #13: Not to contradict our esteemed voteadm, but since this is a bylaw
amendment, I believe a 3/4 majority is necessary for the motion to pass,
according to Article 7.
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mary
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response 19 of 79:
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Sep 5 00:52 UTC 2002 |
I too like that last wording.
One thing I'd like to see become part of this pre-vote discussion
is some information come across as to what we'll need to buy
and maybe even have someone investigate where we could freeload or
rent space for meetings that would allow a phone hookup. Or
two, or three.
I think this would be a good place to put some of Grex's money,
quite frankly.
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aruba
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response 20 of 79:
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Sep 5 01:05 UTC 2002 |
The motion deliberately leaves open the question of who pays for the hookup,
but I agree with Mary that it would be reasonable to invest in some
equipment to make it possible.
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other
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response 21 of 79:
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Sep 5 02:21 UTC 2002 |
By not specifying otherwise, the wording of the amendment makes it pretty
clear that the onus is on the remote board member to pay the expense,
although under law that expense is tax-deductible.
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jep
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response 22 of 79:
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Sep 5 02:45 UTC 2002 |
If there's any failure of the remote person's ability to communicate,
for any reason, he's not present at the meeting, right?
If his participation is required to make quorum, he calls in and then
the meeting is called to order, and then his phone connection is lost
and can't be recovered, what happens to the meeting?
Does this change require the Board to meet where there is a phone line
and appropriate equipment? If they decide to meet at a different
place, is the remote member guilty of being absent? Can/would/must he
be dismissed from the Board for absenteeism? At what point? (After
how many absences?)
This change would allow as many Board members to call in as wanted to.
There's no limit. An entire Board meeting could be held by phone,
right?
How are closed sessions to be conducted?
What about call-in participation by non-Board members?
I like Mark's proposal quite a lot, and I'm glad he took the lead on
the topic, rather than leaving it to me. He's doing better at it than
I think I would have. Thanks, Mark!
I agree Grex ought to invest in a decent speakerphone or whatever else
is needed to make phone meetings workable. I would also really like to
see Grex pick up the tab for phone calls for remote Board members. The
phone call cost shouldn't be more than about $10 per month per remote
Board member, if meetings typically last an hour.
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aruba
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response 23 of 79:
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Sep 5 05:13 UTC 2002 |
Re #21: The intention is that the board will address the matter of who pays
for a connection, and either decide to pay for it or not. The remote board
member also has the option of deciding to pay for it.
Re #22: I presume that if a connection is lost, it's the same as if someone
physically present at the meeting got up and left. So if we needed the
remote person for quorum, and the connection was lost, then we wouldn't have
quorum anymore.
The amendment doesn't spell out the lengths the board has to go to to
accomodate remote attendees. I expect to rely upon the judgement and good
will of the board to decide what is reasonable in this regard. I think
that's better than trying to anticipate anything that might happen.
If it isn't a hardsip, I don't see why non-board members couldn't attend
via phone. But I might draw the line at Grex footing the bill for such.
But again, that's not part of the amendment, it's something that is left
up to the board to decide.
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mdw
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response 24 of 79:
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Sep 5 11:10 UTC 2002 |
What I was trying to get with my wording was something to encourage
voice (if possible), or some other means (if not possible w/ good
excuse). It would be easy enough to design different wording that would
facilitate and perhaps even encourage more radical forms of
technologically amplified distributed communications, but I think the
goal here is not to cover new ground, but to stick with familiar forms
of group enterprise that we know will get the job done.
The board is, after all, not the most important part of the governance
of grex; this conference is, and I think it's doing a perfectly fine job
already of letting an extremely diverse group of people express their
opinions in a thoughtful and useful fashion. The board should be
considered an instrumentality to implement what people decide here, and
worry about all the fussy little details that have to be handled; it
should not be considered the sole be-all and end-all of all policy
making.
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