Re: [atlarge-discuss] Bylaws Discussion : Response Articles 8 - 10

["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 8, 9, and 10.



Article 8. Officers

8.1 Designation and Qualifications -- The Board-appointed Officers of the
Corporation shall be President, Vice President, Secretary, Webmaster,
Treasurer and such associates and assistants of the foregoing Officers as
the Board from time to time shall appoint.  No Officer shall be a member of
the Board; no Officer shall hold multiple offices.    The Officers of the
Corporation shall have such powers and shall perform such duties in
additionto those in these Bylaws set forth as may be delegated to them by
the Board.
***** At this stage in our development, I think these provisions add an
unwanted extra layer of bureaucracy, though they may be reconsidered as the
organisation develops. Put simply, the Board should elect a Chairman and
Vice-Chairman, a Secretary to provide the Membership and public with
regularly (monthly?) summaries of main events and deliberations, and a
Treasurer. The posts of Webmaster, Polling Commission Chair, and Electoral
Commission Chair, DNS Matter Chair, Membership Chair, and Publicity/Outreach
Chair should be appointed by the Membership. The Membership should also
appoint a Finance Committee Chair, and the Finance Committee would act as
Watchdog and advisors to the Board's Treasurer, who would usually also sit
in a non-voting capacity on the Finance Committee.*****


 8.2  President -- The President shall be the Chief Administrative Officer
of the Corporation.  The President is authorized, on behalf of the
Corporation, to execute and, unless express authority shall be elsewhere
conferred by order or resolution of the Board, shall execute, on behalf of
the Corporation, all documents necessary to implement programs or policies
which have been approved by the Board or by a Committee thereof which has
been empowered to act, provided that, unless specifically otherwise directed
by the Board, all documents executed by the President or Chairman of the
Board shall be without force or effect unless also executed or attested to
by the Secretary of the Corporation.  The President shall approve all bills
or claims against the Organization, before the same are paid by the
Treasurer. ***** However, very great care will be needed to provide checks
and balances, so that the over-riding authority of the Membership is kept in
place. Basically, the Board Chair (rather than 'President') will act as a
figurehead but only on the authority of the majority of the Board, and the
Board will act in accordance with all instructions and interventions of the
Membership.*****


 8.3  Vice-President -- The Vice-President is authorized, on behalf of the
Corporation, to function as President in the event of the temporary
inability of the President to perform the duties of that Office.  The
Vice-President shall oversee the activities of all committees and shall
report to the Board on the extent to which each committee has discharged its
responsibilities.


 8.4  The Secretary shall give notice of all meetings of the Board and of
all meetings of Committees; shall record and keep the minutes of the
proceedings of the Board and of the proceedings of all Committees; and shall
assist the President in providing administrative support to the Board and
its Committees.  The Secretary shall be the custodian of all official
records of the Corporation, including the minutes of all meetings and papers
of the Corporation.  The Secretary shall be custodian of the corporate seal
of the Corporation and shall affix it to documents executed on behalf of the
Corporation and to certifications as required.  The Secretary may certify to
any action of the Board or its Committees, to the identity, appointment, and
authority of Officers of the Corporation, to the provisions of the
Corporation's Bylaws, and to excerpts from the minutes of the Meetings of
the Board.  The Secretary shall execute or attest to all documents which
have been executed by the President or by the Chairman of the Board. *****
Generally, yes - however this is a burdensome role for a volunteer, and I
suggest that direct interfaces are created between Committees and Webmaster,
so that Committee reports can be directly posted for public scrutiny on the
website, leaving the Secretary to be accountable for (a) recording Board
deliberations (b) providing a summary oversight in the form of a monthly
report to the Membership. I regard the role of the Secretary as absolutely
vital for the execution of clear process, and I also hope we can find real
practical help in translation for the Secretary's records and reports.*****


 8.5  The Webmaster is responsible for the maintenance of the organization's
website.  A list of committees, and Board and committee chairs shall be
published on the website with current contact data. ***** The Website
Committee, taking into account the advise and requirements of the Board and
the membership, will define which areas of the website are to be managed
primarily by the Webmaster, and which pages or subdomains will be generated
and run primarily by local groups, or Committees. It is to be hoped that -
while the Webmaster will have day-to-day authority for the Website, subject
to the Board and members - nevertheless we will get to a point where the
design and content of the website is actually generated by a Web Team,
including writers and graphic artists. To avoid a single point of failure, I
suggest that the Polling Commission establishes a separate website for the
Membership Polling mechanism, although the main outcomes of polling
decisions should be summarised on the main website, with links to the
specific detail on the separate Polling website.*****


 8.6  The Treasurer shall have general charge of all finances.  The
Treasurer, in the name of the Corporation, shall receive all moneys of the
Corporation subject to the control and direction of the Board.   All moneys
received by the organization, whether by the Treasurer or by the Board or
its Officers, shall be deposited forthwith to the credit of the Corporation
in depositary bank accounts approved by the Finance Committee.  The
Treasurer shall make such reports of receipts and disbursements of all
investments and of such related matters pertaining to the activities of the
Treasurer as shall be requested by the Board or by the Finance Committee,
and shall make an annual report to the Board of the Treasurer's operations
as of the 30th day of June of each year, in such form and at such time as
the Board may require or approve.  The Treasurer is authorized to endorse
checks and other instruments received by the Treasurer in the name of the
Corporation, but only for deposit in depositary bank accounts of the
Corporation.  The Treasurer's books and accounts shall be open for
inspection at all times by any officer or member of the Board of Directors.
***** or by the members of the Finance Committee, or by any individual
nominated by the Membership. The Membership will also have the authority to
suspend any Treasurer, and require a replacement.*****


 8.7  The associate and assistant Officers appointed by the Board, in the
absence of specific direction to the contrary, shall have and exercise all
powers and duties of the respective principal Officers at such time as the
latter shall be absent or otherwise unable to act and at all times shall
exercise such powers and perform such duties as may be delegated to them by
the Board or by their respective principal Officers.


 8.8  Removal of Officers -- For just cause by two-thirds vote, the Board
may remove specific officers. ***** The Board, by a majority vote, may
remove the Chair (President), Vice-Chair (Vice-President), Secretary or
Treasurer. The Membership, by majority decision through the Polling
mechanism, may remove the Webmaster, Polling Commission Chair, Electoral
Commission Chair, DNS Matter Chair, Membership Chair, Finance Committee
Chair, and Publicity/Outreach Chair.*****

Grounds for removing officers include, but are not limited to:  failure to
comply with the Bylaws or with the directives of the Board ***** or
Membership*****; failure to adequately carry out the prescribed duties of
office; or mismanagement.  During any official deliberations on a proposal
to remove from office, the affected individuals have the right to
participate.  Should they fail to exercise this right, a vote may be taken
in their absence. ***** should be given the opportunity to make comments,
but the Board and Membership retain the right to remove officers at their
discretion (in the Board's case, subject to the Membership's constitutional
right to overrule. Due consideration will be given at all times to legal
necessities and implications.)*****


Article 9. Meetings of the Board

9.1  A regular meeting of the Board shall be held on the second Saturday of
each month, at such time and in such manner [i.e. teleconference, IRC
communication, etc.] as the Board by resolution from time to time may
direct.  At least ten days in advance of such regular meetings, the
Secretary shall give notice of such meetings and their respective agendas to
the Webmaster for publication to the membership.


 9.2  Order of Business of the Board -- The following shall be the order of
business at each regular meeting of the Board:
Roll Call Approval of the minutes of the last meeting Report of the
President ***** prefer: Chair*****
Standing Committee Reports ***** presented by the Vice-Chair unless
Committee Chair has been invited to attend*****
Special Committee Reports
Officer Reports
Unfinished business
New business
The regular order of business may be suspended at any meeting by a vote of a
majority of the Board members present.  The Board shall establish such rules
as are deemed necessary for the use of proxies.



 9.3  Special Meetings of the Board -- Special meetings of the Board shall
be called by the Secretary at the direction of the President or Chairman of
the Board, or any four members thereof. Such meetings may be called at any
time, and notice of the time and agenda thereof shall be given by e-mail
addressed to each Board member at least 72 hours before the time appointed
for such meeting. In addition, public notice via the organizational website
shall be given for such meetings. No business other than that included in
the agenda of the meeting shall be considered.


 9.4  At special or emergency meetings the order of business shall be:
Roll call
The special business for which the meeting was called


 9.5  Emergency meetings of the Board shall be called by the Secretary at
the direction of the President or Chairman of the Board, at any time, and
notice of the time and purpose thereof shall be stated accordingly.
Emergency meetings may be held only in the event of, or to consider: (a)
crippling disaster which severely impairs the organization; (b)
administrative disciplinary matters, including, but not limited to,
consideration of proposed stipulations, and pending litigation, which
require immediate attention.


 9.6  Quorum of the Board -- Six Board members shall constitute a quorum for
transaction of business at all meetings of the Board. ***** I prefer: a
majority of the total numbers of Board members... because there may be times
when an individual has resigned and has not yet been replaced*****

*****Voting Procedure for Board. Because some Board members may not be able
to attend particular meetings, sufficient time will be allowed (three to
four days?) for missing Board members to take account of discussions and
cast their votes. Normal voting procedure will be by public vote on a
mailing list (recorded on the website), following a motion which must be
seconded. Except in exceptional circumstances, time (a week?) will be
allowed after a motion has been seconded, for public input and deliberation,
before the vote is taken. All Board Members should vote YES / NO / Abstain.
Failure to vote will be recorded, and the Membership will have the right to
suspend or remove a Board Member, if that Board member has failed to vote in
three consecutive votes, or 50% of all votes.*****


 9.7  Minutes of the proceedings of the Board shall be kept by the Secretary
and, as soon as practical after a meeting, a copy of said minutes shall be
transmitted to the Webmaster for publication to the membership, with
exceptions and notice requirements as may be provided by statute.



Article 10. Committee Meetings

10.1  A regular meeting of each Standing Committee shall be held on the
third Saturday of each month, ***** I think this is too prescriptive***** at
such time and in such manner as each Standing Committee by resolution from
time to time may direct.  At least ten days in advance of such regular
meetings, the Secretary shall give notice of such meetings and their
respective agendas to the Webmaster for publication to the membership.


 10.2  Standing Committee  -- Three Standing Committee members ***** a
majority of Standing Committee members***** shall constitute a quorum for
transaction of business at all Standing Committee meetings.


 10.3 Presiding at Committee Meetings --  In the absence of the Chairman of
a Committee, the President shall preside and otherwise perform the
Chairman's duties, and in the absence of both Chairman and President, the
Vice President shall preside and otherwise perform the duties of the
Chairman. *****As I have suggested we do not at present adopt the extra
layer of 'President' and 'Vice-President' this role should be carried out by
'the person' designated in advance by the Board or Membership (whichever
generally appoints the Chair)*****


 10.4  Minutes of the proceedings of each committee shall be kept and shall
be transmitted to the Secretary who, as soon as practical after a meeting,
will transmit a copy of said minutes to the Webmaster for publication to the
membership with a copy to the Board for their review. ***** As I have
suggested above, I believe the Standing Committee should send minutes and
reports direct to the Webmaster (thereby protecting the independence of the
Committee from the Board) but the Secretary of the Board should also be sent
a copy at the same time.*****



RESPONSE to Articles 11-16  follows in next post
(because my response in its entirety was rejected by the mailing list as too
long)

Richard




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