Re: [atlarge-discuss] Draft Bylaws 2. Membership

[Jeff Williams <jwkckid1@ix.netcom.com>]

Judyth and all,

espresso@e-scape.net wrote:

> At 20:32 -0800 2003/02/28, Jeff Williams wrote:
> >>[me]
> >> 2.2 Members' obligations (dues, etc.)
> >>
> >> 2.2.1  The membership dues payable by voting members will be
> >>           established from time to time by a 2/3 majority of
> >>           votes cast at a General Meeting or in a referendum.
> >
> >  Does this include or inclusive of all members?  Or only those
> >voting?
>
> The usual wording is "majority of votes cast" and it means
> actual votes, not trying to guess what those who didn't vote
> would have said had they voted. You can only count the ballots
> you actually receive.

  Good point here.  I certainly agree.  The problem we have though,
as you already know I believe is that we don't have an accurate
list of whom the members are that could actually vote as some of the
E-Mail addresses have been lost or not updated or bounce.  The
ones that bounce may still be valid only they cannot be reached by
some other e-mail addresses/domains due to filters being deployed.
Hence why I made the comment that I did above.  I would have
thought that the was understood.  I now see I was wrong in that
assumption.  I hope that I have not adequately cleared that up?

>
>
> >> 2.2.3  To become or remain a member in good standing, the member
> >>           must either
> >>           a) pay the appropriate dues, or
> >>           b) obtain a waiver of dues in accordance with a
> >>              procedure to be established by the Board
> >>        within 2 months of receipt of notice that dues are payable.
> >
> >  The members themselves should be required to approve such
> >a provision or process before enactment.  We want a bottoms-up
> >approach I would assume, not a top-down.  Hence the Board
> >proposes and the members determine or disposes.
>
> Actually, yes. In practice, though, there are essentially two options:
>
> a) require a full membership vote every time a member asks for
>    dues (if we ask for any) to be waived;
> b) let somebody -- the Panel, Board, Executive Council or ??? --
>    write a procedure which the members ratify as a bylaw, and
>    then have the Panel, Board, or Executive Council follow
>    that bylaw in processing the requests for waivers as they
>    come in.

  I agree with your "A" above.  "B" will never actually work
in practice, although I might prefer it.

>
>
> It seems impractical to me to expect the whole membership to
> write such a bylaw spontaneously or be responsible for its
> case-by-case application.

  I disagree here.  We at [INEGroup] do it and it works quite well.
However there needs to be in the bylaws a provision for this
procedure.

> In most organizations, such a request
> would be brought to the Board by the Secretary of the organization
> and the Board would vote yes or no, after which the Secretary
> would add the member to the roll or not, as the case may be.

  None that I know of.  Can you give an example?  For instance
I hold allot of stock in different companies, none have the procedure
that you are suggesting here.  All require the stock holders to be
able to vote on such a situation.  I also belong to a number of
Non-profit organizations, and again none that I know of do as
you suggest here either.  Some have in the past, such as the
PGA, but do not now.

>
>
> >> 2.6 Disciplinary measures (suspension and/or expulsion)
> >>
> >> 2.6.1   A member who acts contrary to the interests of the
> >>         organization or contravenes its bylaws will be given
> >>         warning that this conduct must cease or it will lead
> >>         to his or her suspension.
> >>
> >> 2.6.2   The member who has received such warning may be
> >>         suspended from membership in good standing for a
> >>         period of 30 days by a resolution of the Board if
> >>         the offense is repeated. On expiry of the 30 days,
> >>         the member will be automatically restored to good
> >>         standing.
> >>
> >> 2.6.3   Any member who reoffends after the above suspension,
> >>         or who is discovered to have used a false identity
> >>         or worked against the aims of the organization in
> >>         registering as a member (whether with fraudulent or
> >>         merely malicious intent) may be summarily expelled
> >>         by a resolution of 2/3 of the Board and will not
> >>         be eligible for readmission for a period of one year.
> >
> >  Bad idea here.  The membership should be baking this decision.
> >The Board proposes, the membership disposes.
>
> Here again, the membership has to approve the procedure and make
> it part of the bylaws.

  Agreed.  Hence again why I disagree with your wording above,
as it is not delineated quite well enough.

> If they don't, they don't. If they do,
> they are unlikely to want to hold a vote of the whole membership
> up to three times per offender, and it's most unlikely that a
> warning would be much use if behaviour contrary to the bylaws
> were only reprimanded three months later.

  What has really very little to do with it.  Need does.  Protection of
the individual members is what this organization is supposed to be
all about after all.  One for all, and all FOR one, so to speak...

What your suggestion in the provision you outline above is
one for oneself, and the hell with everyone else if I or a few
members, such as BoD members, or committee members don't
like that member or disagree with their points of view.

>
>
> Assuming that the membership has approved the criteria and
> process, its actual application is primarily an administrative
> matter. I would hope that such a situation will arise very
> rarely if at all, and that a prompt warning would be enough
> to remind any member that he or she is risking disciplinary
> action for contravening the bylaws.

  Whom enforces the bylaws?  I say the members do.  Whom
decides what the bylaws need or should outline of provide for?
I say the members do.  Whom is this organization supposed
to SERVE? I say it should serve the will of the majority of the
members.  You seem to be saying that the BoD, and other
official positions should be directing the members.  That is
a top down approach.  Sure it can work that way, but is that
going to best serve the members?  I say it cannot do so adequately.

>
>
> Maybe it's as well to remind you that this provision is *not*
> about an inappropriate posting to a mailing list -- it's what
> one applies if somebody behaves in a way that subverts the
> mission or violates the rights of other members, short of
> committing an outright crime.

  Your playing with fire here I am afraid.  The mission or
Missions of this organization will change as the need for
change is seen by any member or members.  Hence what you
are suggesting here is a lock-step approach that does not
apply in the world in which we all live.

> For example, if a member of the
> hypothetical Entertainment Committee steals the organization's
> sherry for his personal stock, you might not want to take him
> to court over one bottle but you do need some kind of recourse,
> and it shouldn't take a full-scale referendum to apply it!
>
> >> 2.8 Privacy and security procedures
> >>
> >> 2.8.1   Because there can be unwanted political and social
> >>         consequences to membership in organizations, any
> >>         individual member may request that his/her real name
> >>         and contact information be kept confidential, and
> >>         may choose a pseudonym by which to be known openly.
> >>         In such cases, the person's true name and contact
> >>         information must be provided but will be stored
> >>         in encrypted form and will be decrypted only if it
> >>         becomes necessary to the member's authenticate identity.
> >
> >  Too open for interpretation here.  No security is provided here
> >of any meaningful measure in this provision.  These sorts of
> >provisions have recently been called to task in US Federal
> >court, and found wanting...
>
> Well, I'm not sure what U.S. authorities you're referring to but
> I get the distinct impression that the Homeland Security Act,
> the Patriot Act and the rest of the post-911 changes call for
> much *less* privacy -- in fact, for all organizations and ISPs
> to maintain personal data on everyone and hand it over without
> requiring a court order if anyone in government or law
> enforcement makes the request.

  Actually your impression is incorrect here.  Patriot II and
the Homeland Security Department are greatly in favor
of individuals being able to protect their individual privacy,
especially in ecommerce.

>
>
> Maybe you could explain further what you mean and provide the
> amendments you want in the wording?

  Sure I can do that.  I shall be putting forth soon a different
set of proposed bylaws when I have completed them based on
what I can understand is the basis for them from the members
posts thus far.

>
>
> >> 2.8.2   a)  The membership roll, books and records, and all other
> >>         documents which are not expressly to be made available
> >>         to the general public will be stored securely at all
> >>         times. Appropriate precautions such as encryption,
> >>         password-protection and storage on devices not
> >>         accessible via the Internet will be taken against
> >>         illegal access.
> >>         b) It is agreed that this provision will not be used to
> >>         prevent disclosure of relevant information to members
> >>         in good standing, such as quarterly reports on the
> >>         finances of the organization or resolutions of its
> >>         Board of Directors. However, information which is to
> >>         be published to members only must be distributed in
> >>         such a way as to prevent unauthorized access.
> >
> >  Again a bad provision in it current wording.  To meet bottoms-up
> >process, the members dispose, the Board proposes only.
>
> Here again, I'm not sure I follow your objection. The provisions,
> which would have to be ratified by the membership before they
> can come into force, substantially demand that the elected
> directors and officers a) pay attention to the security concerns
> of the membership and b) don't use privacy and security as
> excuses to keep information on the organization's operations and
> finances away from the members who are *automatically* entitled
> to receive such information, but do take steps to ensure that
> non-members not entitled to receive the information don't hack in.

  Than outline clearly what information on any member that another
member has *automatically* and entitlement to in your provision above
as a clear statement and part of the bylaws instead of just a general
bylaws provision leaving such decisions a a matter of subjective
judgment.

>
>
> Again, have you a better wording to suggest?

  Sure do.  And again, will be providing it in short order.

>
>
> >> 2.8.3   Any member who requires access to confidential
> >>         information must undertake not to disclose the
> >>         information to others and to take appropriate
> >>         precautions against unwitting disclosure.
> >
> >  Bad idea here is again such would again provide for no
> >privacy of any member.
>
> Calling for a confidentiality agreement from anyone who has
> need of access (like the Secretary who needs access to the
> memberhsip roll in order to keep it up) and spelling out that
> they shouldn't leave sensitive information lying around or
> be indiscreet is pretty normal.

  Agreed.  However that too needs to be outlined in the bylaws
or as a policy statement that has the force of penalties and review
by the membership upon request of any member.

> After all, that's exactly
> what businesses and governments expect their people to sign
> before giving them access to stuff that's not for general
> publication!

  Bingo!  As I carry a TS clearance with the USG I am fully aware
of the proper procedures that should and some must be in force.

>
>
> >> 2.8.4   The organization may use informal polling and open
> >>         voting for informational purposes; however, all
> >>         elections and referenda will be conducted by secret
> >>         ballot and by means which do not allow any given
> >>         person access to both the identity of a given voter
> >>         and the contents of the ballot cast.
> >
> >  Again not strong enough here either.  Each members vote
> >or poll ballot cast must be kept secret an in a form that
> >does not allow for any other member access to that
> >data.
>
> I know you've stated that belief at least a dozen times, Jeff,
> but most organizations I know of rarely go as far as I have
> already.

  Most I know of and all that I am a member of do.  Even
The DNSO GA did.

>
>
> It's quite normal to have most votes on most resolutions
> performed by a show of hands or voting-cards at a
> face-to-face meeting.

  For some things such as non binding policies this method is
just fine.

> For more sensitive matters, a mail-in
> ballot using a double-envelope system -- outside envelope
> has the data which permit confirmation that the person is
> eligible to vote; then it's stripped off by the person who
> does the checking, leaving the inner envelope sealed so that
> person can't see the ballot, and it goes into a bag or box
> with all the other ballots in identical unmarked envelopes,
> all of which are opened and counted in the presence of
> several scrutineers -- is usually considered sufficient.

  This is very old technology Judyth.  Still used though.  However
it does not apply of a global organizations such as we are trying
to build.  We must use EVOTING in order to be effective.

>
> That is, if there is no way to connect the individual voter
> with his or her ballot and there is no way anyone in the
> process can stuff the ballot-box, it counts as a valid and
> secret ballot.
>
> Very, very few non-profit organizations have recourse to outside
> polling firms to make their internal decisions -- there's no need
> and they rarely have money to burn.

  All non profits that I have been associated with now have EVOTING
in some form.  Most use outside auditors and monitors.

> Besides, if you're that
> paranoid about your fellow-members that you don't even trust
> them to open the mail, would you not also be afraid that a hired
> crew of vote-counters would do whatever they were told to by the
> person(s) who hired them?

  Careful is the proper term, no paranoid.  I am concerned that some
members
may have their identities stolen, and harmed as a result of sloppy voting
procedures and mishandling of their membership information that
is of a private nature.

> Lord knows, most of the market research
> firms do, to the point of rigging the questions to obtain the
> result wanted by those commissioning the poll!

  True, many do this.  They should not do so.  However we don't
have to follow suit.

>
>
> Anyway, I suspect you're already well aware that you've spoken
> against letting us do much of anything over the past year.

  Not true at all I don't believe.  I have outlined a number of
ways in which we can all get accomplished what we all seem
to want to get accomplished.  I don't however believe that it can
be done for free or on the cheap.  There I believe inlies the
crux of your disgruntlement with me and with getting adequate
progress achieved on a number of fronts and issues we are now
still facing.

> I
> do appreciate your having expressed your disapproval of my
> wording but I'd really appreciate it if you put forward some
> amendments or alternatives that the rest of the group could
> vote on.

  Understood.  And to a degree or in one instance above, I did.
However your quite right that additional wording or replacement
of the provisions with different and more delineated wording is
a proper thing to do.  I am working on it.

>
>
> Regards,
>
> Judyth
>
> ##########################################################
> 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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Regards,

--
Jeffrey A. Williams
Spokesman for INEGroup LLA. - (Over 129k members/stakeholders strong!)
================================================================
CEO/DIR. Internet Network Eng. SR. Eng. Network data security
Information Network Eng. Group. INEG. INC.
E-Mail jwkckid1@ix.netcom.com
Contact Number: 214-244-4827 or 214-244-3801



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