FW: [atlarge-discuss] Bylaws Discussion

["Jeff Holt" <jefftttt@txucom.net>]

@large,

Yes to both.  There is a need for something to start, but this
"beginning" draft needs much work to be made specific to this group.  As
a start on documentation for a formalized ICANN@Large, I did a simple
search for {not-for-profit, "oath of office"} and found this list of
suggestions for any Board of Directors, Panelists, etc.....

The following should be required of every director of an association:
[or Panelist]

1.   I will attend as many meetings as possible and prepare in advance
by reviewing all materials.
2.   I understand that if I miss 3 consecutive meetings without good
cause, the Board can declare my seat vacant and appoint another owner to
complete my term of office.
3.	I will avoid self-dealing and I will place the Association's
interests above my own personal agenda.
4.	I will cooperate with the other directors and follow the rules
of decorum and parliamentary procedure for every meeting, and act in a
courteous and civil manner toward my fellow directors, homeowners,
employees and contractors of the Association.
5.	I will not divulge confidences or sensitive information to
non-directors.
6.	I will not attempt to micro-manage or interfere with the
management of the Association or the performance of Association
contractors.
7.	I will always act within the scope of my authority as a
director/officer and in the best interests of the Association.
8.	I understand that no officer or director has any authority to
act independently and that all Board member responsibilities are a
direct result of the approval of the Board.
9.	I understand that I am the director of a not-for-profit
corporation and I will not directly intervene in any homeowner disputes.
10.	I shall at all times obey the rules of the Association, even if
I disagree with them, and shall remain current in the payment of all
fees and expenses charged by the Association.
11.	I will not make public statements without the express authority
of the Board.
12.	I recognize that I am a fiduciary on behalf of all owners and in
all decision-making by the Board I will attempt to use sound business
judgment.
13.	I will be sensitive to individual differences, respectful of
dissenting opinions and cooperative in implementing the will of the
majority of the Board.
14.	I will at all times make a full disclosure of any potential
conflict of interest, refrain or abstain from voting on any issues that
I have a direct economical benefit and at all times avoid even the
appearance of impropriety.

In the event that I cannot faithfully fulfill my duties as a director or
officer, I shall submit my resignation from the Board. In the event I
violate any of these provisions of my oath of office, I understand that
I can be suspended or removed from my duties as a director and/or
officer.
---------------------------------- Thanks to
http://www.kswlaw.com/Library/DailyHerald/BoartOath.htm 

Again, obviously, minor wording changes would be needed to make the
above specific to our group.

Sincerely,
 
TTTT
Jefftttt@txucom.net
www.tejas-info-services.com
 
 

-----Original Message-----
From: Jan Siren [mailto:sirenj@earthlink.net] 
Sent: Tuesday, June 03, 2003 8:50 AM
To: atlarge-discuss@lists.fitug.de
Subject: Re: [atlarge-discuss] Bylaws Discussion

Joop Teernstra wrote:
>  
> Frankly, I find the bulk of Danny's draft constitution not applicable
to
> on-line political (self) organizing and trying to refine it may be a
waste
> of time.
> 

Having now read through Danny's draft I have to agree. It doesn't match
this 
organization very well.  Maybe in a year or so, if the membership has
greatly 
increased by then and more structure is needed.

But on the other hand I think Richard has gone overboard in the opposite

direction, toward "participatory democracy."  That latter model can be 
made to work, but only in face-to-face meetings, which we can never
have.  We have to avoid the "tyranny of the majority" and realize that
once we 
incorporate, the Board will be legally responsible for actions of the 
organization.  Therefore, it is they who must have the decision-making
power.




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