Re: [atlarge-discuss] Bylaws Discussion : Response Articles 4 - 7

["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 4, 5, 6 and 7.

Article 4. Compensation & Service

4.1  No organizational member shall receive salary or other compensation for
services provided. ***** This would be an initial and provisional clause,
which may be changed at the Membership's discretion, as the organisation
develops*****


 4.2  Except when specifically authorized by the Board, no member shall make
or enter into any contract, commitment, or other undertaking on behalf of
the Corporation; accept or agree to undertake the administration of any gift
or grant offered to the Corporation for the benefit of the membership; or
undertake or agree to undertake the management, disposition, or expenditure
of any fund provided to be used for the benefit of the Corporation. *****
Any transactions or contracts entered into will be subject to independent
scrutiny by persons appointed by the Membership, with whom final authority
for all transactions will rest - liability, however, will be limited to the
Board *****


 4.3  Except when specifically authorized by the Board, no Board member
shall serve on any standing administrative committee. ***** Decisions on
membership of administrative committees will rest with Committee chairs, who
will be appointed by the Membership, though the Board may make
recommendations. Board members may serve either as Chairperson or member of
these standing administrative committees, but appointment to the chair will
be by the Membership.*****



Article 5. Standing Committees


 5.1  To facilitate consideration of the business and management of the
Corporation, Standing Administrative Committees are established as
hereinafter set forth.


 5.2  Unless otherwise specifically delegated and except as otherwise
provided herein, authority to act on all matters is reserved to the
Board,***** reserved to the Membership, and delegated to the Board***** and
the duty of each Standing Committee shall be only to consider and to make
recommendations to the Board upon matters referred to it.



 5.3  The several Standing Committees are charged specifically with the
immediate care and supervision of the subject matters respectively indicated
by and properly relating to their titles.


 5.4  The following shall be the Standing Committees of the Board:
Finance Committee
Website Committee
Election Committee ***** or: Commission *****
DNS Issues Committee
*****Add: Polling Commission*****
*****Add: Publicity and Outreach*****
*****Add: Membership and Verification Committee*****

 5.5  Each Standing Committee shall have five *****no specific number should
be required : perhaps, "at least" 4***** Board-appointed members; the Chair
of each Standing Committee shall likewise be appointed by the Board. Members
of Standing Committees shall hold office until the appointment of their
successors.  No member shall serve on more than one Standing Committee.

***** A different balance of power is needed. Control and appointment to
these Committees should rest with the Membership, not the Board. The
Membership should select a Chair for each Committee, and also have powers to
appoint others, and the Chair should be allowed discretion to appoint
members, but the Membership has the authority to "call in" any appointee or
annul any committee and make new appointments. Standing Committees should
generally expect to operate until after a new Board election. On seeing who
has been elected to a new Board, informed decisions can then be made on the
appointment to these Standing Committees. There does not need to be a
limitation to serving on just one committee, though the Membership may
sometimes regard this as desirable.*****

*****Furthermore, all dealings of these Standing Committees will be open and
transparent, with provision for public participation by members. However,
only Committee appointees will have voting powers, when reports and
recommendations are made to the Board and Membership.*****


Article 6. Subcommittees


 6.1  Each Committee shall have such Subcommittees as may be required for
the effective conduct of the business of the Committee, provided, however,
that Subcommittees shall be created only in response to need and to serve a
specific purpose.


 6.2  Each such Subcommittee shall be chaired by a member of the Standing
Committee and each such subcommittee will be open to the general membership.
Each Subcommittee shall serve for no more than one year from the date of its
appointment and shall be considered discharged upon the expiration of said
year, unless specifically authorized by the Board at the time of its
appointment, or from year to year, to act for a longer period.

***** This formality may complicate matters. I suggest: Each such
Subcommittee shall be chaired by a member chosen by the Parent Committee and
other participants will be also be appointed by the Parent Committee. There
will be provision for public input and participation by general members who
will not, however, have voting rights in determining final reports or
recommendations. *****

***** 6.3 All Standing Committees and Subcommittees will exist and operate,
like the Board, under the authority of the membership as a whole, who may
make appointments, cancel appointments, and intervene, to ensure that all
committees operate in the best interests of the organisation *****



Article 7. Special Committees

7.1  Special Committees shall be appointed by the President or Chairman of
the Board upon authority of the Board with such powers and duties as the
Board may determine, provided that no Special Committee shall be created to
act upon any matter appropriate to be acted upon by a Standing Committee.  A
Special Committee shall act for no more than one year from the date of
appointment and shall be considered discharged upon the expiration of said
year, unless specifically authorized by the Board at the time of its
appointment, or from year to year, to act for a longer period.  No Special
Committee shall have more than seven members.

***** Special Committees may be appointed, with specifically-defined term
and mandate, subject to majority decision of the Board, and providing the
Membership does not veto or amend the existence, terms or mandate of such
Special Committees. (I suggest that no maximum number is set in stone - this
should be left to the needs at the time.)*****

RESPONSE to Articles 8, 9, and 10 follows in next post
(because my response in its entirety was rejected by the mailing list as too
long)

Richard





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