RE: [atlarge-discuss] Bylaws process/confidence/consensus,

[<bruce@barelyadequate.info>]

Excellent!  I'll study this and reply with my thoughts tomorrow.

Bruce Young
Portland, Oregon USA
bruce@barelyadequate.info
http://www.barelyadequate.info
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|  -----Original Message-----
|  From: espresso@e-scape.net [mailto:espresso@e-scape.net]
|  Sent: Friday, February 28, 2003 5:25 AM
|  To: atlarge-discuss@lists.fitug.de
|  Subject: [atlarge-discuss] Bylaws process/confidence/consensus, 
|  
|  
|  Hello, all,
|  
|  This may just be my arrogrance and impatience speaking here but
|  I'm guessing it's time we redefined our working methods so as
|  to get some real work done.
|  
|  To that end, I'd like to suggest (based on nothing better than
|  personal experience and the expression of confidence in me
|  during the polls) that we start by drafting individual bylaw
|  items which seem to emerge from the polling results.
|  
|  Would it be acceptable to this group if I got the ball rolling
|  by posting my own draft articles for our eventual constitution
|  one by one for discussion and amendment? (This process has
|  worked pretty well in other groups, eventually leading to
|  a consensus document that could be put to a formal vote.)
|  
|  If so, here is the outline of the areas which must be covered
|  in such a document. Different conventions apply in different
|  places about how this information is presented -- both as to
|  the order and what clauses are usual under some headings.
|  Some of these headings do not apply to our present informal
|  coalition; others could form the basis of our operations
|  until we are incorporated.
|  
|  My personal guidelines for this organization would be:
|  - start with the clauses which apply to us now;
|  - write this without reference to any particular jurisdiction
|    or form of incorporation -- that is, make it what we want
|    and then find an appropriate jurisdiction;
|  - keep the language as simple and clear as possible so that
|    non-native speakers of English can understand it and
|    people translating into other languages can do so accurately;
|  - draft and debate each clause individually (not necessarily
|    in sequence) and then have the parliamentary "readings" of
|    the whole document to make sure all the parts work together
|    as we would like them to;
|  - conduct an official vote on the resulting document;
|  - remember that individual bylaws can be amended from time
|    to time by referendum/AGM as needed but that the Constitution
|    determines the fundamental direction of an organization and
|    should need only minor adjustments over the years to keep
|    it up-to-date.
|  
|  
|  CONSTITUTION
|  
|  1. Identity and purpose
|  
|  1.1 Name of the organization
|  1.2 Location of incorporation
|  1.3 Location of head office/legal address
|  1.4 Aims/mission of the organization
|  
|  2. Membership
|  
|  2.1 Categories/criteria of membership
|  2.2 Members' obligations (dues, etc.)
|  2.3 Members' rights (vote, etc.)
|  2.4 Method of registration
|  2.5 Method of resignation
|  2.6 Disciplinary measures (suspension and/or expulsion)
|  2.7 Membership roll (who maintains it, has access, etc.)
|  2.8 Privacy and security procedures
|  
|  3. Organizational structure
|  
|  3.1 Officers: positions, terms of office, duties, etc.
|  3.2 Directors: positions, terms of office, duties, etc.
|  3.3 Other elective positions: committee chairs, representatives
|  3.4 Committee (working group) members (volunteer and/or appointees)
|  3.5 Staff: selection, conditions of employment, responsibilities
|  2.6 Independent auditors
|  
|  4. Organizational processes
|  
|  4.1 Election of officers and directors
|  4.2 Other elections and appointments
|  4.3 Annual general meeting
|  4.4 Special general meetings
|  4.5 Referenda and polling
|  4.6 Notice of meetings, elections and referenda
|  4.7 Maintenance of books and records (routine business); access to same
|  4.8 Signing authority, custody of corporate seal, etc.
|  4.9 Budgeting and financial control, reporting to board and members,
|  etc.
|  4.10 Preparation and audit of financial statements and reports
|  4.11 Removal and replacement of elected persons (cases of
|      incapacity, non-performance of duties, etc.)
|  
|  5. Other business processes
|  
|  5.1 Banking and finance
|  5.2 Insurance (general, liability, etc.)
|  5.3 Engagement of professionals and consultants
|  5.4 Tendering and award of contracts
|  5.5 Appointment of agents and representatives with specific mandates
|  
|  6. Dissolution
|  
|  6.1 Under what circumstances (bankruptcy, etc.)
|  6.2 Distribution of any remaining assets
|  
|  That's probably not an exhaustive list and I know it looks very
|  daunting (as does any of the many model constitutions available)
|  to people not accustomed to dealing with this sort of thing.
|  In our case, some clauses will be very easy to agree on; others
|  will generate a lot of discussion or be postponed until we know
|  more than we do now.
|  
|  
|  
|  ##########################################################
|  Judyth Mermelstein     "cogito ergo lego ergo cogito..."
|  Montreal, QC           <espresso@e-scape.net>
|  ##########################################################
|  "A word to the wise is sufficient. For others, use more."
|  "Un mot suffit aux sages; pour les autres, il en faut plus."
|  ##########################################################
|  
|  
|  
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