Re: [atlarge-discuss] Our Task List and Status...

[espresso@e-scape.net]

David Farrar wrote:
>Umm these are hardly neutral summaries of the possibilities.  In fact
>it is about as close to "Do you want a dictatorship or not" as one can
>get.

Yes, that's true ... and more-or-less what I hoped to raise as
an issue. Actually, I was trying to draw a clear distinction
between a "top-down" organization where one elects officers and
directors and then they make the policies on one hand, and a
"bottom-up" organization where one elects them to carry out
whatever work the membership has decided upon in the prescribed
manner.

Given the calls by some for immediate incorporation under a
constitution and bylaws to be written by one or more Panel
members and never put forward for discussion by all members,
let alone a ratification vote; and given the tendencies of
some here to act unilaterally without even a vote of the
Panel, I can't help thinking there is some support (I don't
know how much and neither does anyone else since we're not
"allowed" to call a vote and find out) for a top-down
organization that would fit in nicely with how ICANN likes
to do things. The corollary is that we don't know how many
of our members favour a bottom-up approach and want the
right to vote on a course of action before somebody is
appointed to recommend it on our behalf.

>A more neutral set of options would be:
>
>Do you want the authority of the organisation's Board to be:
>
>a) Can decide nothing - only authority is to refer issues for members
>votes

I don't know of any organization larger than a poker game
that could operate on that basis! The responsibilities of
officers and directors require that they have *some* scope
of action. In "bottom-up" organizations, they have
executive powers but policies are determined by the members.
Ballots aside from those at annual general meetings are
relatively few once the basic mission and bylaws set out
what is to be done in terms of normal activities; a
separate vote is needed only to authorize changes in
previous resolutions or introduce something new.

>b) Can decide everything, including changes to the bylaws/constitution
>(ICANN model)

I must confess I've never come across that model anywhere in
Canada except in privately-held companies. In fact, it's simply
illegal for a public company or non-profit organization to
alter its bylaws or constitution without first asking the
shareholders/members to ratify the decision.

>c) Can decide everything except bylaws changes

That's a top-down model with a policy-making Board. Some
organizations like it; others find themselves losing their
members over Board decisions which undermine the mission
or misuse the funds.

>d) Members decide on bylaws and policies but board decides on all
>other issues but with right of veto by members if say 5% object

I haven't come across that one before, either. How does the
membership get to veto a resolution of the Board if they are
not given the opportunity to vote? How, unless they all know
one another and can meet in one room if one member suggests
they meet, can one or more members contact everyone in order
to try and muster the 5% when the normal human beings on
the Board have a direct interest in not letting anyone veto
what they would like to do?

I do know organizations where -- theoretically -- the membership
has the right to call for a vote on a resolution if some
predetermined percentage of the members sign the resolution.
In practice, the Board can refuse to release the current
membership contact information (on grounds of privacy) and
refuses to distribute the resolution and ballot itself,
whereupon it becomes impossible for the membership to stop
the Board from suiting itself rather than the organization
as a whole. I know of two organizations where that happened in
2002 alone, and it really isn't pretty to see what that does to
an organization; those two are still in existence (one just
barely so, having lost 75% of its members and with the
remaining 25% still trying to solve the problem) but others
have been destroyed entirely or converted into private
businesses owned (without further personal investment) by
the very Board members who had  sworn to uphold the aims
and bylaws of the non-profit entity.

>There are even more options than the ones below, but that is going to
>get you closer to finding out what people truly want.

It's difficult for me to remain easy-going or neutral about
articles of incorporation and bylaws given what I've seen
happen elsewhere. These things are actually the contract
between the "moral person" (organization) and the individual
humans who are its members. It is an axiom that a contract
does not exist until both/all parties to it have agreed on
its terms. To my way of thinking, that means the wording
of these things *must* be approved by a majority (normally,
a 2/3 majority rather than 50%+1) before they come into
force. Normally, before a vote is taken on such fundamental
documents, a draft is circulated and the rationale and
possible amendments are discussed.

We're obviously still going around in circles because we
(for reasons unknown) don't want to inconvenience the
members by asking them what they want this organization
to be and do. Until we know their desires, we can't know
how best to structure the organization or where it would
be best to incorporate it in order to achieve its goals.
We don't even have an agreement as to how the members
active on this list who have made proposals which were
duly seconded (or received even more support) can demand
that the Panel put the matter to a vote, when said Panel
evidently feels it is either not worth the effort or
inappropriate to want to know what the members really do
want.

Very confusing, isn't it?

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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