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Grex > Coop7 > #112: Nominations for Cyberspace Communications Board of Directors | |
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| 25 new of 190 responses total. |
kerouac
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response 50 of 190:
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Oct 17 22:30 UTC 1995 |
#48....The bylaws do not specifically exclude non-members from making
nominations, only from voting on them. That may be what the bylaws
imply but rules arent supposed to imply anything, and should state
everything. The exact wording is "any member may make a nomination"
but it does not say anything at all about non-members. No
nominations or motions have any effect until they are voted upon and
since only members vote, I dont see as it matters who makes motions.
In Grex's case somebody could make a motion and we'd have weeks of
good debate and then the treasurer might say "hey, this guy didnt
pay his dues and isnt current at the moment, delete the whole discussion!"
It just isnt workable to be limiting motions and nominations to members
nor does there seem to be a legal reason to do so. In other words,
"who cares" If someone does care, that section needs to be re-written because
rcurl's interpretation would never stand up legally. If there is such
a restriction it has to be stated clearly and currently it is not.
And given Grex's high number of young users, I'd like to see some way
around this state law, and a permanent board position reserved for
a designated youth board member. There is already ample evidence that
younger users and us older users have considerably different
experiences and opinions and I think their voices should be heard.
I mean why shouldnt someone like llanarth be on the board. She
represents the same age group as a lot of users and if the board is to
be truly representative, it shouldnt have age restrictions.
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kerouac
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response 51 of 190:
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Oct 17 22:56 UTC 1995 |
I've been thinking more about Remmer's posts...why cant grex
designate one board seat (or two) as "youth" board seats to be filled
by users under the age of 18. It would be stipulated that these
board members would not have votes in financial matters, but only
in creative matters. Wouldnt that satisfy any legal requirements and
still let young people like llan participate?
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steve
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response 52 of 190:
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Oct 17 23:07 UTC 1995 |
We don't "designate" a seat for a "youth" position. We just
ignore the *@&(#$%^ law, thats what we do. It's worked wonderfully
for more than four years.
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anne
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response 53 of 190:
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Oct 17 23:34 UTC 1995 |
Well, if my nomination is allowable... I would like to accept it.
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kerouac
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response 54 of 190:
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Oct 17 23:43 UTC 1995 |
#53...well I guess the real reason to designate a seat as a "youth
seat" would be to guarantee such representation. Not that there is
evidence that anybody here would vote against somebody because of
their age, but I guess its probably likely. If the chances of
someone like llan winning in an election against a bunch of adults
is reduced because of her age, than this would make sense.
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dpc
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response 55 of 190:
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Oct 18 00:27 UTC 1995 |
It's very unwise to ignore the law on directorships. At the very least,
if someone checked out the situation, the votes of the under-age directors
would be voided. At the not-so-very least, a cavalier attitude about
the law could leave other directors open to charges of negligence.
I'd appreciate rcurl's citation of legal authority for the
broad proposition that parents are legally liable for civil wrongs
committed by their offspring.
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adbarr
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response 56 of 190:
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Oct 18 00:28 UTC 1995 |
You gonna be a corporation. You gotta be a corporation. You don't
wanna follow the law of corporations, ok. Don' expect to suck off
the benefits of corporations. Be an association, go ahead, let
your directors be underage, No problem. Just tell your members
they might be picking up some potential liability if the corporation
is found to be a sham. Have fun. Law Smaw. Who cares. Oh, and
forget about your federal tax exemption. They *really* can't take
a joke at the IRS. All this in response to ajax and "civil
disobedience" which has no place here. Sheesh, just make it
a club, and build a clubhouse out in the alley, and have fun.
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adbarr
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response 57 of 190:
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Oct 18 00:29 UTC 1995 |
David slipped in but it is ok.
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ajax
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response 58 of 190:
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Oct 18 01:09 UTC 1995 |
I see your point. If there really are serious consequences of
violating the law, I agree with you. I'm not familiar with them,
so I'll defer to those who are. (What are they, roughly?) Also,
as I said, if it makes board members liable for the consequences,
I'd be against it unless the board members were ok with it; same
would go if it makes members liable. It wouldn't be worth it if
anyone was scared out of participation because of this.
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adbarr
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response 59 of 190:
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Oct 18 01:38 UTC 1995 |
Ajax, I respect that answer. This is not something to fool around with,
in my opinion. Grex / Cyberpace is serious business. Board members have
liabilities they probably do not realize -- I should say they have duties
and potential liabilities. It should be an honor to be on your board, and
it is, but it is a serious, real world, consequences-producing honor.
I know you too well to expect anything less than your best.
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scg
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response 60 of 190:
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Oct 18 02:44 UTC 1995 |
My dad knew I was on the board when I was a minor, and he's also known about
lots of other things that I've done over the years that I suppose he probably
could have been held liable for. Are there other concerns here besides
parental liability?
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lilmo
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response 61 of 190:
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Oct 18 04:51 UTC 1995 |
Re #60: Yes, adbarr has raised the concern that our non-profit status might
be endangered by pursuing this course of action.
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selena
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response 62 of 190:
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Oct 18 05:10 UTC 1995 |
So, can I or can I not nominate people??
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scg
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response 63 of 190:
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Oct 18 05:26 UTC 1995 |
If you nominate people, I think their acceptance will have to be taken as a
self nomination. BTW, has anybody been keeping track of who has accepted
nominations so far?
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remmers
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response 64 of 190:
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Oct 18 11:40 UTC 1995 |
Nominees who have accepted:
Scott Helmke (scott)
Rob Henderson (robh)
Rane Curl (rcurl)
Misti Anslin (mta)
Christopher Cloyd (sidhe)
Kami Landry (kami) and Anne Perry (anne) have been nominated
but as yet have neither accepted nor declined.
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davel
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response 65 of 190:
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Oct 18 14:11 UTC 1995 |
I thought Anne just had accepted, John.
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popcorn
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response 66 of 190:
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Oct 18 14:35 UTC 1995 |
(Er, it's Landy, not Landry)
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adbarr
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response 67 of 190:
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Oct 18 16:13 UTC 1995 |
I am not so concerned about your nonprofit vs/ profit status. I have
concerns about your status as a corporation, and our status as a
future tax exempt (under federal tax law). I should have made that
clear. The Grex Bylaws are online here someplace, as I remember.
They probably have some reference to qualified nominators. Let's
go look . . .
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remmers
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response 68 of 190:
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Oct 18 16:22 UTC 1995 |
Re #65: Oops, sorry, Anne did accept (in #53) and I missed it.
The bylaws are posted in item 2 of coop. Don't think there's
any language about qualified nominators though.
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selena
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response 69 of 190:
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Oct 18 17:03 UTC 1995 |
Right! Fine, then, mine count as much as anyone's!
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rcurl
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response 70 of 190:
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Oct 18 19:44 UTC 1995 |
The Dharma Bum in #50 is factually and logically incorrect. Bylaws are
documents written in terse legal terms, and mean *only* what they say,
never what they don't say. It is patently ridiculous for "any member may
make a nomination" to mean "any member or nonmember may make a
nomination". The bylaws *do* specifically exclude nonmembers from making
nominations, and one reason for this being fully understood by everyone is
that it cuts down the noise level in the process of the members "running"
this corporation.. If a nonmember wants someone nominated, they should
approach a member and ask her/him to make the nomination. We have noted
that non-members making nominations appears to be somewhat moot as members
can nominate themsleves, but the best course of action would be for the
nonmember to privately urge the member to nominate him/her self.
The members are volunteer donors to the system and are empowered under
state law to carry out the process of election of directors, among other
things. This includes nominations.
Incidentally, the Michigan Consolidated Laws (MCL) applying to general and
non-profit corporations are available as a paperback from Lansing,
Department of Commerce.
Nothing I have said precludes non-member users from discussing anything
they want in the conferences, and making suggestions including in regard
to who should be nominated or the wording of policies or amendments to the
bylaws. In fact, I believe many (if not most) members welcome, read, and
consider all such ideas in carrying out their duties.
The bottom line is, if you want to play a direct role in the management of
Grex - JOIN.
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ajax
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response 71 of 190:
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Oct 18 20:23 UTC 1995 |
(Says Rane, pushing Selena's number one hot-button issue :-)
Rane's bylaw interpretation sounds credible.
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rcurl
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response 72 of 190:
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Oct 18 20:41 UTC 1995 |
I go for the gusto.
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kerouac
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response 73 of 190:
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Oct 19 00:15 UTC 1995 |
Rcurl, you act as if Grex is a private club which it is not. To my
way of thinking, paying dues to grex is like donating to greenpeace, its
something you do because you believe and support a cause, not something
you do to buy influence. More than a few new users get the impression that
the membership stuff creates a class system and that members howling about
having special rights makes them come off as elitist snobs. Grex is open
access, and your dues are a donation, so everything involving anything
of a substantive nature should be open. Anyone should be able to make
nominations, motions or .etc, that is not something $60 a year is supposed
to buy in an open access system. I accept that voting has to be limited
to verified users to avoid issues of ballot stuffing, but I would argue that
any user who has used grex for any length of time and is verified by staff
should have the right to vote.
Yes, grex is user supported but so is the U.S. government but that doesnt
mean some millionaire should have more influence than a bum on the street
just because he pays more taxes. If grex is public and open-access, if
it for EVERYone, and a private corporation in technical terms only, you
should not have to pay to participate.
In any case, rcurl didnt write the bylaws and neither did obviously, but
I think the matter of who can make motions and nominations is clearly
not clearly settled by the wording of the article. So what is the
mechanism for arbirtrating these disputes? Who decides? Is it the board
chairman? I would argue that this clause has been challenged and should
be taken up at a board meeting before anyone's interpretation is taken
for granted.
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sidhe
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response 74 of 190:
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Oct 19 00:29 UTC 1995 |
And as a potential member of the board, I would have to look very
carefully at this clause in the bylaws, as it is correct that to exclude,
one must be terribly specific. This clause, as it currently stands
excludes no one from nominating people. It does not say "members only"
As a matter of fact, all it does is state that members are allowed
this- it says nothing of non-members, either for or against their
allowance in this matter. Very interesting.
I'd have to say, that until this hole is either closed, or made
permanent, that, as the rules are stated, we have no choice but to
abide by what we have written, and what we have failed to write.
In this light, Selena's voice is as good as yours Rane. We can't
just arbitrarily shut out non-members, or you will soon see where
I and others have seen the have and have not theories.
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