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Re: [atlarge-discuss] Draft Bylaws 2. Membership

Judyth and all,

  A brief review and critique below your points. (See below)

espresso@e-scape.net wrote:

> Starting with the easier parts of determining "who are we?",
> I've come up with this rough draft as a point of departure.
> Of course, this is just my perspective on the types of
> clauses we *might* want under the general heading of membership
> issues. Any suggestions as to improving this would be much
> appreciated, on- or off-list.
> ---
> 2. Membership
> 2.1 Categories/criteria of membership
> 2.1.1  Any human person may become a voting <b>member</b>, by
>           registering him- or herself as willing to support the
>           aims and abide by the Constitution and bylaws of
>           this organization.
> 2.1.2  No organization, commercial or otherwise, may become
>           a voting member.
> 2.1.3  National, regional and interest groups of individual
>           Internet users may become <b>affiliate members</b>,
>           with speaking rights but no vote, if they are
>           willing to support the aims and abide by the
>           Constitution and bylaws of this organization.
> 2.2 Members' obligations (dues, etc.)
> 2.2.1  The membership dues payable by voting members will be
>           established from time to time by a 2/3 majority of
>           votes cast at a General Meeting or in a referendum.

  Does this include or inclusive of all members?  Or only those

> 2.2.2  The dues payable by an affiliate member will be set as
>           a 2% levy on the dues it collects from its members.
> 2.2.3  To become or remain a member in good standing, the member
>           must either
>           a) pay the appropriate dues, or
>           b) obtain a waiver of dues in accordance with a
>              procedure to be established by the Board
>        within 2 months of receipt of notice that dues are payable.

  The members themselves should be required to approve such
a provision or process before enactment.  We want a bottoms-up
approach I would assume, not a top-down.  Hence the Board
proposes and the members determine or disposes.

> 2.2.4  Each member is responsible for providing a valid e-mail
>        address at which they may be contacted, and at which
>        they will receive all official notices and information.
>        Such notices will be deemed to have been delivered if
>        they are sent to the address last provided by the member.
> 2.2.5  Each member promises to abide by the Constitution and
>        bylaws of this organization and respect the rights of other
>        members; violations of this promise may lead to the
>        disciplinary measures described in article 2.6 below.
> 2.3 Members' rights (vote, etc.)
> 2.3.1   Each individual member in good standing at the moment when
>         notice of an upcoming election or referendum is given,
>         or who fulfils the requirements of membership within
>         ten days of such notice, will be eligible to vote.

2.3.1 addendum - All members have a right to their personal privacy
when voting or participating in any poll that may from time to time
be put forward.  All voting and polling process must guarantee
for that privacy and security of each member in perpetuity

> 2.3.2   Any member in good standing at the relevant time may
>            a) be nominated or present his/her own candidacy
>               for any elective position;
>            b) nominate or second the nomination of another member;
>            c) propose, second or speak to any resolution of the
>               membership;
>            d) expect timely personal notice of all meetings, online
>               events, polls, availability of financial and other
>               reports, resolutions of the Board, and any other
>               information necessary to his/her full participation;
>            e) request the posting or circulation of information
>               to all members where there are grounds for doing so;
>            f) participate in all meetings, elections and referenda
>               (in person, by e-mail or otherwise) in both discussion
>               and voting.
> 2.3.3   Affiliate members in good standing will be entitled to
>            a) receive the notices in d) above at their organization's
>               address;
>            b) make requests for distribution of information as per
>               e) above; and
>            c) participate in meetings and discussions by means of
>               one delegate of their choice;
>          but will not be eligible to vote in elections or referenda,
>          have their delegates stand for or nominate others to any
>          elective position, or propose or second resolutions.
> 2.4 Method of registration
> 2.4.1   Individual members will register by means of the form
>         provided on the organization's Web site or, where their
>         Internet access makes this difficult, by downloading the
>         form and sending it by postal mail to the Secretary. No
>         application for membership from any natural person will
>         be rejected except on the grounds that it
>         a) contains incomplete or fraudulent information, or
>         b) constitutes an attempt by an individual to obtain
>            more than one vote.
> 2.4.1   A separate form will be provided on the organization's
>         Web site application for affiliate membership. This must
>         be completed and signed by the authorized signing officers
>         of the prospective affiliate, and sent by postal mail to
>         the Secretary along with a copy of its articles of
>         incorporation, membership agreement, a resolution
>         of its directors stating the number of its members and
>         the amount of dues collected from them, and a cheque for
>         2% of that sum or an undertaking to pay the amount due
>         on receipt of invoice.
> 2.5 Method of resignation
> 2.5.1   Any individual or affiliate member may resign at any time
>         by sending notice in writing by postal mail or e-mail to the
>         Secretary.
> 2.5.2   Such notice will take effect on the date on which it is
>         received and the reasons given for such resignation will
>         be published to the membership if it contains a request
>         that this be done.
> 2.5.3   Membership dues paid up to the time of resignation are
>         not refundable.
> 2.6 Disciplinary measures (suspension and/or expulsion)
> 2.6.1   A member who acts contrary to the interests of the
>         organization or contravenes its bylaws will be given
>         warning that this conduct must cease or it will lead
>         to his or her suspension.
> 2.6.2   The member who has received such warning may be
>         suspended from membership in good standing for a
>         period of 30 days by a resolution of the Board if
>         the offense is repeated. On expiry of the 30 days,
>         the member will be automatically restored to good
>         standing.
> 2.6.3   Any member who reoffends after the above suspension,
>         or who is discovered to have used a false identity
>         or worked against the aims of the organization in
>         registering as a member (whether with fraudulent or
>         merely malicious intent) may be summarily expelled
>         by a resolution of 2/3 of the Board and will not
>         be eligible for readmission for a period of one year.

  Bad idea here.  The membership should be baking this decision.
The Board proposes, the membership disposes.

> 2.7 Membership roll (who maintains it, has access, etc.)
> 2.7.1   a) The membership roll will be kept up-to-date and in
>         good order at all times by the Secretary or by another
>         person working under his or her direction.
>         b) Each member's contact information and date of
>         registration will be recorded, along with a unique
>         permanent membership number by which correspondence can
>         be authenticated.
>         c) The Secretary will send each new member an e-mailed
>         message to confirm registration, double-check that contact
>         information is correct, and provide the member with copies
>         of the Constitution and bylaws of the organization as well as
>         the URLs at which other pertinent documents may be found.
>         d) The membership list may be published on the organization's
>         Web site in a form which provides only the name and
>         country of residence of individuals, and only the pseudonym
>         and country of residence for individuals who have requested
>         confidentiality; the names and full contact information
>         will be provided for organizations which are affiliate
>         members.
> 2.7.2   Statistical information on membership -- numbers of
>         new and lapsed memberships, geographical distribution
>         and other non-personal data -- will be reported
>         monthly on the association's Web site and may be
>         obtained by e-mail on request to the Secretary by
>         any interested party.
> 2.7.3   Personal information on individual members will be
>         kept entirely confidential unless the individual has
>         given prior permission specifically for its release
>         for a particular purpose.
> 2.7.4   The act of registering as a member will constitute
>         the granting of permission to the organization to
>         use
> 2.8 Privacy and security procedures
> 2.8.1   Because there can be unwanted political and social
>         consequences to membership in organizations, any
>         individual member may request that his/her real name
>         and contact information be kept confidential, and
>         may choose a pseudonym by which to be known openly.
>         In such cases, the person's true name and contact
>         information must be provided but will be stored
>         in encrypted form and will be decrypted only if it
>         becomes necessary to the member's authenticate identity.

  Too open for interpretation here.  No security is provided here
of any meaningful measure in this provision.  These sorts of
provisions have recently been called to task in US Federal
court, and found wanting...

> 2.8.2   a)  The membership roll, books and records, and all other
>         documents which are not expressly to be made available
>         to the general public will be stored securely at all
>         times. Appropriate precautions such as encryption,
>         password-protection and storage on devices not
>         accessible via the Internet will be taken against
>         illegal access.
>         b) It is agreed that this provision will not be used to
>         prevent disclosure of relevant information to members
>         in good standing, such as quarterly reports on the
>         finances of the organization or resolutions of its
>         Board of Directors. However, information which is to
>         be published to members only must be distributed in
>         such a way as to prevent unauthorized access.

  Again a bad provision in it current wording.  To meet bottoms-up
process, the members dispose, the Board proposes only.

> 2.8.3   Any member who requires access to confidential
>         information must undertake not to disclose the
>         information to others and to take appropriate
>         precautions against unwitting disclosure.

  Bad idea here is again such would again provide for no
privacy of any member.

> 2.8.4   The organization may use informal polling and open
>         voting for informational purposes; however, all
>         elections and referenda will be conducted by secret
>         ballot and by means which do not allow any given
>         person access to both the identity of a given voter
>         and the contents of the ballot cast.

  Again not strong enough here either.  Each members vote
or poll ballot cast must be kept secret an in a form that
does not allow for any other member access to that

> ---
> That's as far as I've got. Let me know what you think.
> Regards,
> 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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Jeffrey A. Williams
Spokesman for INEGroup LLA. - (Over 129k members/stakeholders strong!)
CEO/DIR. Internet Network Eng. SR. Eng. Network data security
Information Network Eng. Group. INEG. INC.
E-Mail jwkckid1@ix.netcom.com
Contact Number: 214-244-4827 or 214-244-3801

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