#06: Public resolutions

[chairman hat on]
Up for discussion:
06 Resolutions should be public.

On Wed, 26 Mar 2003, John Goerzen wrote:

> [chairman hat on]
> Up for discussion:
> 06 Resolutions should be public.

Resolutions should be public, but not must be public.

The by-laws can obligate the board to publicise all resolutions the board
does not unanimously agree to keep under wraps. Such secret resolutions
must be released to the membership minus whatever sensitive information
they contain within 60 days. This would allow the board to resolve a
sticky issue about, for example, bank accounts without sensitive
information - such as account numbers - being released. By requiring
unanimity of the board to keep a board resolution censored, any board
member can choose to overturn that decision and it will be a very seldom
used rule, which may or could become necessary at some point in the
future.

=--------------------------------------------------=
David "cdlu" Graham cdlu(at)pkl(dot)net
Guelph, Ontario SMS: +1 519 760 1409

On Wed, Mar 26, 2003 at 11:16:50AM -0500, David Graham wrote:
> > [chairman hat on]
> > Up for discussion:
> > 06 Resolutions should be public.
>
> Resolutions should be public, but not must be public.

I think they must be public. In fact, I would go so far as to say that no
resolution may be considered to be fully enacted until it has been made
available for public view, along with a roll call of who voted
for/against/abstained on that particular resolution.

I can't see a need for any secret resolutions.

> they contain within 60 days. This would allow the board to resolve a
> sticky issue about, for example, bank accounts without sensitive
> information - such as account numbers - being released. By requiring

They can just say "Our checking account at Foo Bank shall be closed." or
even "Our checking account with the last two digits 34 at Foo Bank shall be
closed."

Resolutions are not supposed to be case-specific anyway. They're supposed
to resolve all cases of a particular issue, and as such, shouldn't pose a
problem.

> used rule, which may or could become necessary at some point in the
> future.

I honestly can't come up with any example where it would be necessary.

-- John

John Goerzen <jgoerzen(at)complete(dot)org> writes:

> I can't see a need for any secret resolutions.

If SPI ever has any paid employees, the board will need a mechanism for
dealing with personnel issues privately to meet legal obligations.

Bdale

On Mon, Mar 31, 2003 at 05:41:23PM -0700, Bdale Garbee wrote:
> John Goerzen <jgoerzen(at)complete(dot)org> writes:
>
> > I can't see a need for any secret resolutions.
>
> If SPI ever has any paid employees, the board will need a mechanism for
> dealing with personnel issues privately to meet legal obligations.

Can you give a for instance?

We're talking about resolutions only here. This would be something like
creating a new position, eliminating a position, etc. I'd imagine that they
would do something like appoint a personnell committee to handle paid
employees. The board is not supposed to be involved in day-to-day
management, and probably isn't and shouldn't be acting as a paid employees'
supervisor.

>
> Bdale
>

Instance...

The Employmee Management (for the sake of argument) Committee passes an
internal resolution which should be kept confidential. Because of the
money-nature of this resolution, the Board must give its assent, and so
it, too, must pass the same resolution. That resolution is no less
confidential now then it was at the EMC.

I think it's very important that the board be left with a mechanism
allowing it to keep resolutions secret though, as it's what you don't see
coming that invariably gets you. Getting unanimous consent in this
community is tremendously difficult, so requiring it is as good a
safeguard as any against irrational or excessive use of this clause.

=--------------------------------------------------=
David "cdlu" Graham cdlu(at)pkl(dot)net
Guelph, Ontario SMS: +1 519 760 1409

On Tue, 1 Apr 2003, John Goerzen wrote:

> On Mon, Mar 31, 2003 at 05:41:23PM -0700, Bdale Garbee wrote:
> > John Goerzen <jgoerzen(at)complete(dot)org> writes:
> >
> > > I can't see a need for any secret resolutions.
> >
> > If SPI ever has any paid employees, the board will need a mechanism for
> > dealing with personnel issues privately to meet legal obligations.
>
> Can you give a for instance?
>
> We're talking about resolutions only here. This would be something like
> creating a new position, eliminating a position, etc. I'd imagine that they
> would do something like appoint a personnell committee to handle paid
> employees. The board is not supposed to be involved in day-to-day
> management, and probably isn't and shouldn't be acting as a paid employees'
> supervisor.
>
> >
> > Bdale
> >
>
> _______________________________________________
> Spi-bylaws mailing list
> Spi-bylaws(at)lists(dot)spi-inc(dot)org
> http://lists.spi-inc.org/cgi-bin/listinfo/spi-bylaws
>

On Tue, Apr 01, 2003 at 09:42:49AM -0500, David Graham wrote:
> The Employmee Management (for the sake of argument) Committee passes an
> internal resolution which should be kept confidential. Because of the
> money-nature of this resolution, the Board must give its assent, and so
> it, too, must pass the same resolution. That resolution is no less
> confidential now then it was at the EMC.

I think that there is no reason to keep this from the membership.

Many boards that I'm familiar with have to publicize this. For instance,
the local school board sets salaries for each employee of the school and the
board members themselves. The public has access to all this information.

Church organizations are often run the same way. You can find out how much
the organist is getting paid if you're a member of the church. Same goes
for many other charities.

> I think it's very important that the board be left with a mechanism
> allowing it to keep resolutions secret though, as it's what you don't see
> coming that invariably gets you. Getting unanimous consent in this
> community is tremendously difficult, so requiring it is as good a
> safeguard as any against irrational or excessive use of this clause.

I'd now be prepared to accept something along these lines as a compromise.
Your point about getting unanimous consent is well-taken.

I would like to add, though, that unless this unanimous consent is attained,
that no resolution passed by the board may be considered to be enforced
until it has been published at a location where all contributing members can
see it, along with a roll call of yea/nea/abstain votes on a
per-board-member basis.

Such a place could be the SPI website or an e-mail to spi-private.

Would you like to draw up a proposed amendment or should I do that?

-- John

"Any resolution passed by the Board of Directors of this organisation may,
with the absolute unanimous consent of all Board members, be kept
confidential from the membership and the public. If any Board member
decides at a future date that the resolution should no longer be
confidential, unanimous consent will be considered to no longer exist and
the resolution will henceforth be available to the membership.

"No resolution may be considered enacted or enforceable until it is
available to the entire contributing membership, notwithstanding (above
paragraph reference number)."

How's that?

=--------------------------------------------------=
David "cdlu" Graham cdlu(at)pkl(dot)net
Guelph, Ontario SMS: +1 519 760 1409

On Tue, 1 Apr 2003, John Goerzen wrote:

> On Tue, Apr 01, 2003 at 09:42:49AM -0500, David Graham wrote:
> > The Employmee Management (for the sake of argument) Committee passes an
> > internal resolution which should be kept confidential. Because of the
> > money-nature of this resolution, the Board must give its assent, and so
> > it, too, must pass the same resolution. That resolution is no less
> > confidential now then it was at the EMC.
>
> I think that there is no reason to keep this from the membership.
>
> Many boards that I'm familiar with have to publicize this. For instance,
> the local school board sets salaries for each employee of the school and the
> board members themselves. The public has access to all this information.
>
> Church organizations are often run the same way. You can find out how much
> the organist is getting paid if you're a member of the church. Same goes
> for many other charities.
>
> > I think it's very important that the board be left with a mechanism
> > allowing it to keep resolutions secret though, as it's what you don't see
> > coming that invariably gets you. Getting unanimous consent in this
> > community is tremendously difficult, so requiring it is as good a
> > safeguard as any against irrational or excessive use of this clause.
>
> I'd now be prepared to accept something along these lines as a compromise.
> Your point about getting unanimous consent is well-taken.
>
> I would like to add, though, that unless this unanimous consent is attained,
> that no resolution passed by the board may be considered to be enforced
> until it has been published at a location where all contributing members can
> see it, along with a roll call of yea/nea/abstain votes on a
> per-board-member basis.
>
> Such a place could be the SPI website or an e-mail to spi-private.
>
> Would you like to draw up a proposed amendment or should I do that?
>
> -- John
>

On Tue, Apr 01, 2003 at 10:30:28AM -0500, David Graham wrote:
>
> "Any resolution passed by the Board of Directors of this organisation may,
> with the absolute unanimous consent of all Board members, be kept
> confidential from the membership and the public. If any Board member
> decides at a future date that the resolution should no longer be
> confidential, unanimous consent will be considered to no longer exist and
> the resolution will henceforth be available to the membership.
>
> "No resolution may be considered enacted or enforceable until it is
> available to the entire contributing membership, notwithstanding (above
> paragraph reference number)."
>
> How's that?

Perfect. I think we are ready to vote on that. All we need is a little
"wrapping" to specify where in the bylaws we insert this.

-- John

On Tue, Apr 01, 2003 at 10:30:28AM -0500, David Graham wrote:
>
> "Any resolution passed by the Board of Directors of this organisation may,
> with the absolute unanimous consent of all Board members, be kept
> confidential from the membership and the public. If any Board member
> decides at a future date that the resolution should no longer be
> confidential, unanimous consent will be considered to no longer exist and
> the resolution will henceforth be available to the membership.
>
> "No resolution may be considered enacted or enforceable until it is
> available to the entire contributing membership, notwithstanding (above
> paragraph reference number)."
>
> How's that?

I am pretty sure that "notwithstanding" means "despite," and so the
second paragraph would pretty much void the first one. Consider
replacing "notwithstanding" with "except as provided by" or some other
similar phrase.

Also, I think it is a very good thing that the general public can see
our resolutions when appropriate. Why are we deciding to restrict our
public resolutions to the contributing membership (or allowing the board
to do so)? Certainly

Finally, the first paragraph refers to the "membership" and the second
paragraph refers to the "contributing membership." Honestly, if people
take enough interest to sign up even for non-contributing membership, I
think they should be able to see our public resolutions, which will
probably concern things like new member projects, new committees,
directions to existing committees, membership in other organizations,
etc. Also, everyone who can be on a committee should surely be able to
see the resolutions; I seem to remember that we weren't planning to
restrict that to contributing members, or even to members at all. These
inconsistencies ought to be reconciled, and I suggest that the general
public be allowed to see our public resolutions.

- Jimmy Kaplowitz
jimmy(at)debian(dot)org

P. S. - I'm sorry for not being active in the conversation for a long
stretch of time; I have had lots of real-life obligations of various
types, and although I have had some free time I have not managed it
well.

John Goerzen <jgoerzen(at)complete(dot)org> writes:

> On Mon, Mar 31, 2003 at 05:41:23PM -0700, Bdale Garbee wrote:
>> John Goerzen <jgoerzen(at)complete(dot)org> writes:
>>
>> > I can't see a need for any secret resolutions.
>>
>> If SPI ever has any paid employees, the board will need a mechanism for
>> dealing with personnel issues privately to meet legal obligations.
>
> Can you give a for instance?

A 501(c)3 that I served on the board for about 15 years ago had a single paid
employee, and there was a problem that necessitated termination of the
employee. Our legal council advised us that all discussion of the problem
should be in closed session to avoid violating the rights of the employee.

While it may seem easy in theory to craft a structure involving delegation
that might protect the board in this (or any other specific) case, I'd argue
that in practice there is always the chance that the board might need to meet
in closed session to discuss some event that we can't anticipate. It would
therefore seem prudent to me, as long as we're mucking with the bylaws, to
provide some mechanism for the board to meet and transact limited amounts of
business in closed session. I'm comfortable with the proposed requirement
that any such business require unanimous consent of the participating board
members.

Bdale

You're right, I used notwithstanding backward. I always thought
notwithstanding meant "not withstanding" ie statement after takes
precedence over statement before.

With that in mind...

"Any resolution passed by the Board of Directors of this organisation may,
with the absolute unanimous consent of all Board members, be kept
confidential from the membership and the public. If any Board member
decides at a future date that the resolution should no longer be
confidential, unanimous consent will be considered to no longer exist and
the resolution will henceforth be available to the membership.

"No resolution may be considered enacted or enforceable until it is
available to the entire organisation's membership, unless said resolution
has been declared confidential per Paragraph (article.paragraph)."

=--------------------------------------------------=
David "cdlu" Graham cdlu(at)pkl(dot)net
Guelph, Ontario SMS: +1 519 760 1409

On Tue, Apr 01, 2003 at 10:50:11AM -0500, Jimmy Kaplowitz wrote:
> On Tue, Apr 01, 2003 at 10:30:28AM -0500, David Graham wrote:
> >
> > "Any resolution passed by the Board of Directors of this organisation may,
> > with the absolute unanimous consent of all Board members, be kept
> > confidential from the membership and the public. If any Board member
> > decides at a future date that the resolution should no longer be
> > confidential, unanimous consent will be considered to no longer exist and
> > the resolution will henceforth be available to the membership.
> >
> > "No resolution may be considered enacted or enforceable until it is
> > available to the entire contributing membership, notwithstanding (above
> > paragraph reference number)."
> >
> > How's that?
>
> I am pretty sure that "notwithstanding" means "despite," and so the
> second paragraph would pretty much void the first one. Consider
> replacing "notwithstanding" with "except as provided by" or some other
> similar phrase.

You can find a definintion here:

http://gopher.quux.org:70/pygfarm/dict.pyg%3F/*/DEFINITION/notwithstanding

I think that the usage is correct; however, "except as provided by" is more
clear, so it would make sense to change it to use that language.

> Also, I think it is a very good thing that the general public can see
> our resolutions when appropriate. Why are we deciding to restrict our
> public resolutions to the contributing membership (or allowing the board
> to do so)? Certainly

I agree. I believe this is a compromise, in case the board has business
that they do not wish the general public to see, they can get by with only
letting the membership know.

> Finally, the first paragraph refers to the "membership" and the second
> paragraph refers to the "contributing membership." Honestly, if people
> take enough interest to sign up even for non-contributing membership, I
> think they should be able to see our public resolutions, which will

I think that most resolutions will continue to be placed in public areas on
SPI's website. This proposal doesn't stop that, it just requires a minimum
of notifying the contributing membership. The board is free to go beyond
that, and in fact, usually should.

This is a longer amendment than it was, but I think it's a fair bit
clearer. Feel free to modify, discuss, etc., it.

Article 5 has a section called "Resolutions" near the bottom

It currently reads:

"Resolutions

"Resolutions are voted on by the board of directors. Resolutions may be
put before the board for consideration. If the board decides not to
consider an issue, the membership may vote on the resolution. The
membership may also override a vote of the board by a 2/3 majority vote."

I propose this be deleted and replaced with the following:

Apend to Article 5 (bottom) (or create its own article)

"Board Resolutions

"A Board Resolution is any document or statement approved by a majority of
attending Board members at any single meeting which states a purpose and
is relevant to the organisation's functionning or operation. All votes
for, against, and all absentions related to any Board Resolution shall be
kept with the Board Resolution at all times subsequent to its vote. No
Board member may change their vote on a Board Resolution without
resubmitting the Board Resolution to the board for a new vote.

"Any Board Resolution passed by the Board of Directors of this
organisation may, with the absolute unanimous consent of all Board
members, be kept confidential from the membership and the public. If any
Board member decides at a future date that the resolution should no longer
be confidential, unanimous consent will be considered to no longer exist
and the Board Resolution will henceforth be available to the membership.

"No Board Resolution may be considered enacted or enforceable until it is
available to the entire organisation's membership, unless said Board
Resolution has been declared confidential per Paragraph
(article.paragraph)."

"Committees may also discuss and vote on resolutions. The rules for
Committee resolutions shall be set forth in Committee Charters."

=--------------------------------------------------=
David "cdlu" Graham cdlu(at)pkl(dot)net
Guelph, Ontario SMS: +1 519 760 1409

On Tue, 1 Apr 2003, David Graham wrote:

> You're right, I used notwithstanding backward. I always thought
> notwithstanding meant "not withstanding" ie statement after takes
> precedence over statement before.
>
> With that in mind...
>
> "Any resolution passed by the Board of Directors of this organisation may,
> with the absolute unanimous consent of all Board members, be kept
> confidential from the membership and the public. If any Board member
> decides at a future date that the resolution should no longer be
> confidential, unanimous consent will be considered to no longer exist and
> the resolution will henceforth be available to the membership.
>
> "No resolution may be considered enacted or enforceable until it is
> available to the entire organisation's membership, unless said resolution
> has been declared confidential per Paragraph (article.paragraph)."
>
> =--------------------------------------------------=
> David "cdlu" Graham cdlu(at)pkl(dot)net
> Guelph, Ontario SMS: +1 519 760 1409
>
>
> _______________________________________________
> Spi-bylaws mailing list
> Spi-bylaws(at)lists(dot)spi-inc(dot)org
> http://lists.spi-inc.org/cgi-bin/listinfo/spi-bylaws
>

On Tue, Apr 01, 2003 at 02:58:16PM -0500, David Graham wrote:
> Apend to Article 5 (bottom) (or create its own article)
>
> "Board Resolutions
>
> "A Board Resolution is any document or statement approved by a majority of
> attending Board members at any single meeting which states a purpose and
> is relevant to the organisation's functionning or operation. All votes

I'm not sure whether we should be defining a resolution or not, but if so,
that looks reasonable.

> for, against, and all absentions related to any Board Resolution shall be
> kept with the Board Resolution at all times subsequent to its vote. No
> Board member may change their vote on a Board Resolution without
> resubmitting the Board Resolution to the board for a new vote.

I think this should be "No Board member may change their vote on a Board
Resolution. Resolutions may be revoked by subsequent resolutions."

That is, a legalistic reading could intrepret mere submission as an act of
opening the window to change a vote, which I don't think is the intent.

> "Any Board Resolution passed by the Board of Directors of this
> organisation may, with the absolute unanimous consent of all Board
> members, be kept confidential from the membership and the public. If any
> Board member decides at a future date that the resolution should no longer
> be confidential, unanimous consent will be considered to no longer exist
> and the Board Resolution will henceforth be available to the membership.
>
> "No Board Resolution may be considered enacted or enforceable until it is
> available to the entire organisation's membership, unless said Board
> Resolution has been declared confidential per Paragraph
> (article.paragraph)."

You can just say "declared confidential under the provisions of this
Article."

> "Committees may also discuss and vote on resolutions. The rules for
> Committee resolutions shall be set forth in Committee Charters."

We currently have provisions for the membership to override the board. You
may wish to mention that here, but I think that this paragraph could be
omitted. Or, you might state more generally that the board has the ability
to delegate.