Re: [atlarge-discuss] Bylaws Discussion : Response Articles 1 - 3

["Richard Henderson" <richardhenderson@ntlworld.com>]

Danny

Thank you for this. I've added comments / proposed amendments within
*****stars***** as I've read through it. Because of length I'm responding in
sections. This mail covers Articles 1, 2 and 3.


Proposed Bylaws:


Article 1.  Name of the Organization

1.1  The name of the organization shall be determined by the Board of
Directors in consultation with the membership.
*****prefer: shall be determined by the membership, and confirmed by the
Board of Directors*****



Article 2. Composition & Powers

2.1  The form and composition of this organization, its duties, and its
powers are determined by its members.


 2.2  This organization shall constitute a public trust to be administered
by the Board of the organization with full powers of organization and
government, subject only to such legislative control as may be necessary
***** no - subject to the direction, instructions, amendments and veto of
the Membership, which shall be expressed through the organisation's Polling
mechanism*****
to insure the security of its funds and compliance with the laws of the
locality in which it will obtain its status as an incorporated entity.


 2.3  Said corporation shall be in form a Board composed of eleven members
*****eleven as a ball-park figure, but this can be looked at***** and a
general membership.


 2.4  The term of the initial Board members shall be six months; thereafter
the term will be annual ***** will be annual, or such term as defined by the
Membership of the organisation in advance of any election; notwithstanding
which, the Membership will be constitutionally empowered to terminate the
Board's term of office and call for new elections, if over 50% of those
polled so determine, subject to the Polling rules established by the
organisation and overseen by its Polling Commission*****


 2.5  In case of any vacancy on the Board, the term of office of the
appointee to fill such vacancy, who shall be appointed by the Board, *****
no! who shall be appointed by the members***** shall be for the balance of
the term for which such vacancy exists.




Article 3. Exercise of Powers

3.1  Determinative Vote -- Except as otherwise specifically provided herein,
all matters coming before the Board for determination shall be determined by
a majority vote of the Board.***** The Board's powers, however, will be
constrained by the authority of the Membership to block any decision or
require other decisions at the Members' discretion*****


 3.2  Roll Call Vote -- Upon the demand of any Board member, a vote by the
Board shall be by a call of the roll.

 *****A public record will be kept of each Board Member's votes*****

 3.3  Suspension of the Bylaws -- Any provision of the Bylaws may be
suspended in connection with the consideration of a matter before the Board
by an affirmative vote of not less than two-thirds of the members of the
Board.  A motion for such suspension must include a list of all of the
provisions to be suspended, the reason for the suspension and the period of
time during which the suspension will be in force. ***** No: the Board
cannot alter or suspend the bylaws / constitution. They may apply to the
Membership to suspend specific bylaws, but power to alter or suspend bylaws
/ constitution lies exclusively with the Membership, as expressed through
the organisation's Polling mechanism*****

RESPONSE to Articles 4 -7 follows in next post
(because my response in its entirety was rejected by the mailing list as too
long)

Richard




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