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Re: [atlarge-discuss] Bylaws process/confidence/consensus, HAPPY BIRTHDAY

At 02:24 a.m. 1/03/2003, espresso@e-scape.net wrote:
Hello, all,

This may just be my arrogrance and impatience speaking here but
I'm guessing it's time we redefined our working methods so as
to get some real work done.

To that end, I'd like to suggest (based on nothing better than
personal experience and the expression of confidence in me
during the polls) that we start by drafting individual bylaw
items which seem to emerge from the polling results.

Would it be acceptable to this group if I got the ball rolling
by posting my own draft articles for our eventual constitution
one by one for discussion and amendment? (This process has
worked pretty well in other groups, eventually leading to
a consensus document that could be put to a formal vote.)

If so, here is the outline of the areas which must be covered
in such a document. Different conventions apply in different
places about how this information is presented -- both as to
the order and what clauses are usual under some headings.
Some of these headings do not apply to our present informal
coalition; others could form the basis of our operations
until we are incorporated.

My personal guidelines for this organization would be:
- start with the clauses which apply to us now;
- write this without reference to any particular jurisdiction
  or form of incorporation -- that is, make it what we want
  and then find an appropriate jurisdiction;
- keep the language as simple and clear as possible so that
  non-native speakers of English can understand it and
  people translating into other languages can do so accurately;
- draft and debate each clause individually (not necessarily
  in sequence) and then have the parliamentary "readings" of
  the whole document to make sure all the parts work together
  as we would like them to;
- conduct an official vote on the resulting document;
- remember that individual bylaws can be amended from time
  to time by referendum/AGM as needed but that the Constitution
  determines the fundamental direction of an organization and
  should need only minor adjustments over the years to keep
  it up-to-date.


1. Identity and purpose

1.1 Name of the organization
1.2 Location of incorporation
1.3 Location of head office/legal address
1.4 Aims/mission of the organization

2. Membership

2.1 Categories/criteria of membership
2.2 Members' obligations (dues, etc.)
2.3 Members' rights (vote, etc.)
2.4 Method of registration
2.5 Method of resignation
2.6 Disciplinary measures (suspension and/or expulsion)
2.7 Membership roll (who maintains it, has access, etc.)
2.8 Privacy and security procedures

3. Organizational structure

3.1 Officers: positions, terms of office, duties, etc.
3.2 Directors: positions, terms of office, duties, etc.
3.3 Other elective positions: committee chairs, representatives
3.4 Committee (working group) members (volunteer and/or appointees)
3.5 Staff: selection, conditions of employment, responsibilities
2.6 Independent auditors

4. Organizational processes

4.1 Election of officers and directors
4.2 Other elections and appointments
4.3 Annual general meeting
4.4 Special general meetings
4.5 Referenda and polling
4.6 Notice of meetings, elections and referenda
4.7 Maintenance of books and records (routine business); access to same
4.8 Signing authority, custody of corporate seal, etc.
4.9 Budgeting and financial control, reporting to board and members,
4.10 Preparation and audit of financial statements and reports
4.11 Removal and replacement of elected persons (cases of
    incapacity, non-performance of duties, etc.)

5. Other business processes

5.1 Banking and finance
5.2 Insurance (general, liability, etc.)
5.3 Engagement of professionals and consultants
5.4 Tendering and award of contracts
5.5 Appointment of agents and representatives with specific mandates

6. Dissolution

6.1 Under what circumstances (bankruptcy, etc.)
6.2 Distribution of any remaining assets

That's probably not an exhaustive list and I know it looks very
daunting (as does any of the many model constitutions available)
to people not accustomed to dealing with this sort of thing.
In our case, some clauses will be very easy to agree on; others
will generate a lot of discussion or be postponed until we know
more than we do now.

I support this approach 100% . We have once again to call for a WG-constitution and give it a transparent
mailing list.

I volunteer for this Working Group.

BTW, we celebrate icannatlarge's first birthday today.
March 1, 2002


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