#03: Board meeting quorum issues

[ chairman hat on ]

Thanks to everyone for participating in the process so much this week.
We've made a lot of progress in a short time. At the same time, we need to
keep up this pace to meet our deadlines.

The next oldest thing on our plate was the board meeting quorum problem.
I'd like us to get this resolved quickly, and finish off our other old
business, before I introduce new items for discussion. My hope is that this
will help us remain better focused and more efficient.

[ chairman hat off ]

When we last left it, we were pretty far away from consensus. I had
proposed no changes. David proposed a sliding quorum scale based on
regrets. We've also heard of sliding scales based on missing a certain
number of meetings, etc.

So, now's the time to take all these different viewpoints, apply some pixie
dust, and magically arrive at a cohesive workable solution :-)

Let me start out by stating where I stand:
* I believe that the Board should appoint more committees to handle its
regular business, and return to quarterly meetings as contemplated by our
current bylaws.

* Further, if we are going to allow non-real-time meetings, I believe that
the quorum issues are less significant.

* Therefore, my conclusion is that we should use other means to engineer
the problem out of the picture rather than directly modifying quorum.

However, having said all that, I am willing to compromise on some points.
We could, for instance, change quorum from 2/3 to 3/5 to make it a little
easier. That would change quorum from 7 to 6 with the current makeup, which
could help things. David's sliding scale based on regrets is not completely
unreasonable in my mind.

What I don't want to see is something based on missing x meetings. This
creates a bookkeeping headache and procedural troubles (how do we know if
they officially missed the last meeting if the minutes for it haven't yet
been approved because there is no quorum to do so?) More generally, I think
anything relating to presence or performance at past meetings is too complex
to be practically workable, at least given our current organization.

Of course, I can be overruled here too :-) Consider this a starting place
for discussion.

-- John

Anyone have any thoughts on this yet? Please? :-)

On Wed, Apr 02, 2003 at 10:03:31AM -0600, John Goerzen wrote:
> [ chairman hat on ]
>
> Thanks to everyone for participating in the process so much this week.
> We've made a lot of progress in a short time. At the same time, we need to
> keep up this pace to meet our deadlines.
>
> The next oldest thing on our plate was the board meeting quorum problem.
> I'd like us to get this resolved quickly, and finish off our other old
> business, before I introduce new items for discussion. My hope is that this
> will help us remain better focused and more efficient.
>
> [ chairman hat off ]
>
> When we last left it, we were pretty far away from consensus. I had
> proposed no changes. David proposed a sliding quorum scale based on
> regrets. We've also heard of sliding scales based on missing a certain
> number of meetings, etc.
>
> So, now's the time to take all these different viewpoints, apply some pixie
> dust, and magically arrive at a cohesive workable solution :-)
>
> Let me start out by stating where I stand:
> * I believe that the Board should appoint more committees to handle its
> regular business, and return to quarterly meetings as contemplated by our
> current bylaws.
>
> * Further, if we are going to allow non-real-time meetings, I believe that
> the quorum issues are less significant.
>
> * Therefore, my conclusion is that we should use other means to engineer
> the problem out of the picture rather than directly modifying quorum.
>
> However, having said all that, I am willing to compromise on some points.
> We could, for instance, change quorum from 2/3 to 3/5 to make it a little
> easier. That would change quorum from 7 to 6 with the current makeup, which
> could help things. David's sliding scale based on regrets is not completely
> unreasonable in my mind.
>
> What I don't want to see is something based on missing x meetings. This
> creates a bookkeeping headache and procedural troubles (how do we know if
> they officially missed the last meeting if the minutes for it haven't yet
> been approved because there is no quorum to do so?) More generally, I think
> anything relating to presence or performance at past meetings is too complex
> to be practically workable, at least given our current organization.
>
> Of course, I can be overruled here too :-) Consider this a starting place
> for discussion.
>
> -- John
>
> _______________________________________________
> Spi-bylaws mailing list
> Spi-bylaws(at)lists(dot)spi-inc(dot)org
> http://lists.spi-inc.org/cgi-bin/listinfo/spi-bylaws

Er, yeah. Sorry I've not been participating as much as I should.

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

On Wed, 23 Apr 2003, John Goerzen wrote:

> Anyone have any thoughts on this yet? Please? :-)
>
> On Wed, Apr 02, 2003 at 10:03:31AM -0600, John Goerzen wrote:
> > [ chairman hat on ]
> >
> > Thanks to everyone for participating in the process so much this week.
> > We've made a lot of progress in a short time. At the same time, we need to
> > keep up this pace to meet our deadlines.

*innocent looks all around*

> > The next oldest thing on our plate was the board meeting quorum problem.
> > I'd like us to get this resolved quickly, and finish off our other old
> > business, before I introduce new items for discussion. My hope is that this
> > will help us remain better focused and more efficient.
> >
> > [ chairman hat off ]
> >
> > When we last left it, we were pretty far away from consensus. I had
> > proposed no changes. David proposed a sliding quorum scale based on
> > regrets. We've also heard of sliding scales based on missing a certain
> > number of meetings, etc.
> >
> > So, now's the time to take all these different viewpoints, apply some pixie
> > dust, and magically arrive at a cohesive workable solution :-)
> >
> > Let me start out by stating where I stand:
> > * I believe that the Board should appoint more committees to handle its
> > regular business, and return to quarterly meetings as contemplated by our
> > current bylaws.
> >
> > * Further, if we are going to allow non-real-time meetings, I believe that
> > the quorum issues are less significant.
> >
> > * Therefore, my conclusion is that we should use other means to engineer
> > the problem out of the picture rather than directly modifying quorum.
> >
> > However, having said all that, I am willing to compromise on some points.
> > We could, for instance, change quorum from 2/3 to 3/5 to make it a little
> > easier. That would change quorum from 7 to 6 with the current makeup, which
> > could help things. David's sliding scale based on regrets is not completely
> > unreasonable in my mind.
> >
> > What I don't want to see is something based on missing x meetings. This
> > creates a bookkeeping headache and procedural troubles (how do we know if
> > they officially missed the last meeting if the minutes for it haven't yet
> > been approved because there is no quorum to do so?) More generally, I think
> > anything relating to presence or performance at past meetings is too complex
> > to be practically workable, at least given our current organization.
> >
> > Of course, I can be overruled here too :-) Consider this a starting place
> > for discussion.

I support the creation of subcommittees (such as this one, the membership
committee, perhaps a project membership committee, ...) to alleviate
pressure on the board, but it does not change the problem of quorum.
Whether the meetings are daily, weekly, monthly, or tri-monthly, nothing
is accomplished if the quorum is not met.

I would settle for this:

Quorum is no less than 2/3 of the board for normal majority-voting
functionning. However, 1/2 the board can hold a meeting if total concensus
is reached for all decisions - ie no dissenting votes. This effectively
gives all attending members a veto. It also reduces the risk of a member
exercising a veto on a decision by not showing up and preventing the
meeting from taking place, and also prevents just one or two people from
carrying out the decisions against the potential will and interests of the
organisation.

I also believe non-IRC meetings, ie email, telephone conference call, real
life, whatever, should be explicitly authorised, subject to the same
quorum rules as IRC meetings - ie they should not be differentiated. If
2/3 of the people participate in the email meeting, a majority is fine to
make a decision. If 1/2 the board participates, they all have to agree.

On Sat, May 03, 2003 at 10:04:29PM -0400, David Graham wrote:
> Quorum is no less than 2/3 of the board for normal majority-voting
> functionning. However, 1/2 the board can hold a meeting if total concensus
> is reached for all decisions - ie no dissenting votes. This effectively
> gives all attending members a veto. It also reduces the risk of a member

I could support that if the 1/2 is rewritten to "greater than 1/2" -- that
is, if you have 12 board members, you'd have to have 7 to qualify under this
rather than 6. If you have 13, 7 would still be the number.

> I also believe non-IRC meetings, ie email, telephone conference call, real
> life, whatever, should be explicitly authorised, subject to the same
> quorum rules as IRC meetings - ie they should not be differentiated. If
> 2/3 of the people participate in the email meeting, a majority is fine to
> make a decision. If 1/2 the board participates, they all have to agree.

It's pretty difficult to define a quorum for e-mail meetings. The others
are real-time and are more easy to include under the existing systems. Do
you have any ideas about that?

-- John

On Mon, 5 May 2003, John Goerzen wrote:

> On Sat, May 03, 2003 at 10:04:29PM -0400, David Graham wrote:
> > Quorum is no less than 2/3 of the board for normal majority-voting
> > functionning. However, 1/2 the board can hold a meeting if total concensus
> > is reached for all decisions - ie no dissenting votes. This effectively
> > gives all attending members a veto. It also reduces the risk of a member
>
> I could support that if the 1/2 is rewritten to "greater than 1/2" -- that
> is, if you have 12 board members, you'd have to have 7 to qualify under this
> rather than 6. If you have 13, 7 would still be the number.

I thought about it being >1/2 but I concluded half was indeed adequate.
Here's why:

In a 10 member board, as exists today, quorum is 7. Greater than half is
6. The difference is insubstantial.

However, if quorum is met and 7 people show up, a decision can be made
with the agreement of only four people, less than half the board.

If 5 people - half - the board shows up, and because they have not met
quorum, they need to have unanimous consent which is actually a higher
number of in favour votes than under the quorum rules.

I also believe it's critical to have some kind of automatic removal
procedure for frequently delinquent board members. If several board
members have stopped attending and the board needs to approve their
removal, that's a dead-end situation. What should instead happen is the
automatic suspension of a board member for meeting, say, 2 consecutive
meetings without notice. They can then appeal that decision at the
following board meeting -- if they attend. But meanwhile the board has
gotten smaller without them, quorum has been reduced, and the organisation
continues to operate.

> > I also believe non-IRC meetings, ie email, telephone conference call, real
> > life, whatever, should be explicitly authorised, subject to the same
> > quorum rules as IRC meetings - ie they should not be differentiated. If
> > 2/3 of the people participate in the email meeting, a majority is fine to
> > make a decision. If 1/2 the board participates, they all have to agree.
>
> It's pretty difficult to define a quorum for e-mail meetings. The others
> are real-time and are more easy to include under the existing systems. Do
> you have any ideas about that?

I don't think it's necessary to distinguish between methods of the
meeting. If someone attends a meeting on IRC it's the same as if they call
into a telephone conference call or participate in the discussion in an
email-based meeting. If they didn't participate in the email discussion,
they weren't present and quorum rules apply.

A possible remedy for "disappearing member" problems during an email
meeting is have per-vote quorum. For a vote, at least n board members must
agree/disagree/abstain for the vote to be binding. Based on my earlier
comments, if 1-4 people vote, the vote isn't binding. If 5 or 6 vote,
there has to be absolute concensus. If 7-10 people vote, it goes by simple
majority.

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

I think today's meeting, like so many before it, emphasised the need for a
fuzzy quorum rule, allowing a lesser number of board members to conduct
the businses of the organisation in the absence of full quorum.

Enough board members were present today to allow - at least at some poins
during the meeting - an absolute majority of the board to agree on a
measure without quorum actually being attained.

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

On Mon, 5 May 2003, John Goerzen wrote:

> On Sat, May 03, 2003 at 10:04:29PM -0400, David Graham wrote:
> > Quorum is no less than 2/3 of the board for normal majority-voting
> > functionning. However, 1/2 the board can hold a meeting if total concensus
> > is reached for all decisions - ie no dissenting votes. This effectively
> > gives all attending members a veto. It also reduces the risk of a member
>
> I could support that if the 1/2 is rewritten to "greater than 1/2" -- that
> is, if you have 12 board members, you'd have to have 7 to qualify under this
> rather than 6. If you have 13, 7 would still be the number.
>
> > I also believe non-IRC meetings, ie email, telephone conference call, real
> > life, whatever, should be explicitly authorised, subject to the same
> > quorum rules as IRC meetings - ie they should not be differentiated. If
> > 2/3 of the people participate in the email meeting, a majority is fine to
> > make a decision. If 1/2 the board participates, they all have to agree.
>
> It's pretty difficult to define a quorum for e-mail meetings. The others
> are real-time and are more easy to include under the existing systems. Do
> you have any ideas about that?
>
> -- John
>
> _______________________________________________
> Spi-bylaws mailing list
> Spi-bylaws(at)lists(dot)spi-inc(dot)org
> http://lists.spi-inc.org/cgi-bin/listinfo/spi-bylaws
>

On Mon, May 05, 2003 at 12:05:03PM -0400, David Graham wrote:
> If 5 people - half - the board shows up, and because they have not met
> quorum, they need to have unanimous consent which is actually a higher
> number of in favour votes than under the quorum rules.

This works. It enables a "bypass" of the quorum rules in cases where
meeting quorum would not change the outcome.

> I also believe it's critical to have some kind of automatic removal
> procedure for frequently delinquent board members. If several board
> members have stopped attending and the board needs to approve their
> removal, that's a dead-end situation. What should instead happen is the
> automatic suspension of a board member for meeting, say, 2 consecutive
> meetings without notice. They can then appeal that decision at the
> following board meeting -- if they attend. But meanwhile the board has
> gotten smaller without them, quorum has been reduced, and the organisation
> continues to operate.

Usually a motion to remove a board member does not include that member
for the purposes of determining quorum.

> A possible remedy for "disappearing member" problems during an email
> meeting is have per-vote quorum. For a vote, at least n board members must
> agree/disagree/abstain for the vote to be binding. Based on my earlier
> comments, if 1-4 people vote, the vote isn't binding. If 5 or 6 vote,
> there has to be absolute concensus. If 7-10 people vote, it goes by simple
> majority.

This I very much support. So far I like all your ideas.

--
Taral <taral(at)taral(dot)net>
This message is digitally signed. Please PGP encrypt mail to me.
"Most parents have better things to do with their time than take care of
their children." -- Me

On Fri, May 09, 2003 at 11:32:31AM -0500, Taral wrote:
> On Mon, May 05, 2003 at 12:05:03PM -0400, David Graham wrote:
> > If 5 people - half - the board shows up, and because they have not met
> > quorum, they need to have unanimous consent which is actually a higher
> > number of in favour votes than under the quorum rules.
>
> This works. It enables a "bypass" of the quorum rules in cases where
> meeting quorum would not change the outcome.

OK, I think I could support that compromise as well. I'm convinced :-)

Would you like to write it up David?

> > A possible remedy for "disappearing member" problems during an email
> > meeting is have per-vote quorum. For a vote, at least n board members must
> > agree/disagree/abstain for the vote to be binding. Based on my earlier
> > comments, if 1-4 people vote, the vote isn't binding. If 5 or 6 vote,
> > there has to be absolute concensus. If 7-10 people vote, it goes by simple
> > majority.
>
> This I very much support. So far I like all your ideas.

I think a per-vote quorum would work well not just for e-mail but for all
meetings. One problem is that sometimes someone steps out of the IRC
session.

Also an absention should not count against the unanimous requirement.

-- John

On Fri, May 09, 2003 at 11:45:26AM -0500, John Goerzen wrote:
> Also an absention should not count against the unanimous requirement.

Actually...

With 10 members, 5 present, if 4 vote FOR and 1 ABSTAINS, then if all 5
missing members were present and voted AGAINST, it would fail. The
requirement for it to be a valid "bypass" is that the presence of the
remaining members _would not change the outcome_. I'm prepared to allow
ties to go in favor of the members present, but abstentions must work
against the unanimity requirement.

--
Taral <taral(at)taral(dot)net>
This message is digitally signed. Please PGP encrypt mail to me.
"Most parents have better things to do with their time than take care of
their children." -- Me

On Fri, May 09, 2003 at 12:15:29PM -0500, Taral wrote:
> On Fri, May 09, 2003 at 11:45:26AM -0500, John Goerzen wrote:
> > Also an absention should not count against the unanimous requirement.
>
> Actually...
>
> With 10 members, 5 present, if 4 vote FOR and 1 ABSTAINS, then if all 5
> missing members were present and voted AGAINST, it would fail. The
> requirement for it to be a valid "bypass" is that the presence of the
> remaining members _would not change the outcome_. I'm prepared to allow
> ties to go in favor of the members present, but abstentions must work
> against the unanimity requirement.

Well put. I agree with you.

(Wow, somebody changed my opinion twice in one day. That's not bad. <g>)

Ok.

> ARTICLE FOUR - MEETING

Untouched:

> The annual board meeting of this organization shall be electronically
> held on the first day of July, each and every year except if such day be
> a legal holiday then and in that event the Board of Directors shall fix
> the day but it shall not be more than two weeks from the date fixed by
> these by-laws. The Secretary shall cause to be mailed (electronically or
> otherwise) to every board member in good standing at his or her address
> as it appears in the membership roll book of this organization a notice
> telling the time and place of such annual meeting.

> Regular meetings of the board of this organization shall be held
> quarterly.

While not part of the discussion in any serious way, I encourage a
(separate) vote on changing this paragraph to read:

"Regular meetings of the board of this organisation shall be held at least
quarterly."

Strike:
> The presence of not less than two-thirds of the board members shall
> constitute a quorum and shall be necessary to conduct the business of
> this organization, but a lesser number may adjourn the meeting for a
> period of not more than two weeks from the date scheduled by these
> by-laws and the Secretary shall cause a notice of this scheduled meeting
> to be sent to all those members who were not present at the meeting
> originally called. A quorum as hereinbefore set forth shall be required
> at any adjourned meeting.

Replace with:

"The participation of not less than two-thirds of the board members shall
constite a quorum and shall be necessary for an individual vote to be
binding, however the participation of no less than one half of board
members may result in a binding vote if and only if all participating
members agree."

I'm not sure what to do about the scheduled meeting deferral business,
especially with the allowance of non real-time electronic meetings, if we
go with that.

Though deferrals become unnecessary as quorum is per-vote not per-meeting
and any vote could be called at any time. As long as quorum is met, or
half the board approves without a single disapproval, work goes on.
Meetings become less important.

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

On Fri, 9 May 2003, John Goerzen wrote:

> On Fri, May 09, 2003 at 11:32:31AM -0500, Taral wrote:
> > On Mon, May 05, 2003 at 12:05:03PM -0400, David Graham wrote:
> > > If 5 people - half - the board shows up, and because they have not met
> > > quorum, they need to have unanimous consent which is actually a higher
> > > number of in favour votes than under the quorum rules.
> >
> > This works. It enables a "bypass" of the quorum rules in cases where
> > meeting quorum would not change the outcome.
>
> OK, I think I could support that compromise as well. I'm convinced :-)
>
> Would you like to write it up David?
>
> > > A possible remedy for "disappearing member" problems during an email
> > > meeting is have per-vote quorum. For a vote, at least n board members must
> > > agree/disagree/abstain for the vote to be binding. Based on my earlier
> > > comments, if 1-4 people vote, the vote isn't binding. If 5 or 6 vote,
> > > there has to be absolute concensus. If 7-10 people vote, it goes by simple
> > > majority.
> >
> > This I very much support. So far I like all your ideas.
>
> I think a per-vote quorum would work well not just for e-mail but for all
> meetings. One problem is that sometimes someone steps out of the IRC
> session.
>
> Also an absention should not count against the unanimous requirement.
>
> -- John
>
>
> _______________________________________________
> Spi-bylaws mailing list
> Spi-bylaws(at)lists(dot)spi-inc(dot)org
> http://lists.spi-inc.org/cgi-bin/listinfo/spi-bylaws
>

That must have been the best piece of work I've ever written. No
criticism! :)

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

On Mon, 12 May 2003, David Graham wrote:

> Ok.
>
> > ARTICLE FOUR - MEETING
>
> Untouched:
>
> > The annual board meeting of this organization shall be electronically
> > held on the first day of July, each and every year except if such day be
> > a legal holiday then and in that event the Board of Directors shall fix
> > the day but it shall not be more than two weeks from the date fixed by
> > these by-laws. The Secretary shall cause to be mailed (electronically or
> > otherwise) to every board member in good standing at his or her address
> > as it appears in the membership roll book of this organization a notice
> > telling the time and place of such annual meeting.
>
>
> > Regular meetings of the board of this organization shall be held
> > quarterly.
>
> While not part of the discussion in any serious way, I encourage a
> (separate) vote on changing this paragraph to read:
>
> "Regular meetings of the board of this organisation shall be held at least
> quarterly."
>
>
> Strike:
> > The presence of not less than two-thirds of the board members shall
> > constitute a quorum and shall be necessary to conduct the business of
> > this organization, but a lesser number may adjourn the meeting for a
> > period of not more than two weeks from the date scheduled by these
> > by-laws and the Secretary shall cause a notice of this scheduled meeting
> > to be sent to all those members who were not present at the meeting
> > originally called. A quorum as hereinbefore set forth shall be required
> > at any adjourned meeting.
>
> Replace with:
>
> "The participation of not less than two-thirds of the board members shall
> constite a quorum and shall be necessary for an individual vote to be
> binding, however the participation of no less than one half of board
> members may result in a binding vote if and only if all participating
> members agree."
>
> I'm not sure what to do about the scheduled meeting deferral business,
> especially with the allowance of non real-time electronic meetings, if we
> go with that.
>
> Though deferrals become unnecessary as quorum is per-vote not per-meeting
> and any vote could be called at any time. As long as quorum is met, or
> half the board approves without a single disapproval, work goes on.
> Meetings become less important.
>
> =--------------------------------------------------=
> David "cdlu" Graham cdlu(at)pkl(dot)net
> Guelph, Ontario SMS: +1 519 760 1409
>
>
> On Fri, 9 May 2003, John Goerzen wrote:
>
> > On Fri, May 09, 2003 at 11:32:31AM -0500, Taral wrote:
> > > On Mon, May 05, 2003 at 12:05:03PM -0400, David Graham wrote:
> > > > If 5 people - half - the board shows up, and because they have not met
> > > > quorum, they need to have unanimous consent which is actually a higher
> > > > number of in favour votes than under the quorum rules.
> > >
> > > This works. It enables a "bypass" of the quorum rules in cases where
> > > meeting quorum would not change the outcome.
> >
> > OK, I think I could support that compromise as well. I'm convinced :-)
> >
> > Would you like to write it up David?
> >
> > > > A possible remedy for "disappearing member" problems during an email
> > > > meeting is have per-vote quorum. For a vote, at least n board members must
> > > > agree/disagree/abstain for the vote to be binding. Based on my earlier
> > > > comments, if 1-4 people vote, the vote isn't binding. If 5 or 6 vote,
> > > > there has to be absolute concensus. If 7-10 people vote, it goes by simple
> > > > majority.
> > >
> > > This I very much support. So far I like all your ideas.
> >
> > I think a per-vote quorum would work well not just for e-mail but for all
> > meetings. One problem is that sometimes someone steps out of the IRC
> > session.
> >
> > Also an absention should not count against the unanimous requirement.
> >
> > -- John
> >
> >
> > _______________________________________________
> > Spi-bylaws mailing list
> > Spi-bylaws(at)lists(dot)spi-inc(dot)org
> > http://lists.spi-inc.org/cgi-bin/listinfo/spi-bylaws
> >
>
> _______________________________________________
> Spi-bylaws mailing list
> Spi-bylaws(at)lists(dot)spi-inc(dot)org
> http://lists.spi-inc.org/cgi-bin/listinfo/spi-bylaws
>

On Thu, May 22, 2003 at 04:31:29PM -0400, David Graham wrote:
> That must have been the best piece of work I've ever written. No
> criticism! :)

Shall we go ahead and schedule a vote on this part then:
> > Strike:
> > > The presence of not less than two-thirds of the board members shall
> > > constitute a quorum and shall be necessary to conduct the business of
> > > this organization, but a lesser number may adjourn the meeting for a
> > > period of not more than two weeks from the date scheduled by these
> > > by-laws and the Secretary shall cause a notice of this scheduled meeting
> > > to be sent to all those members who were not present at the meeting
> > > originally called. A quorum as hereinbefore set forth shall be required
> > > at any adjourned meeting.
> >
> > Replace with:
> >
> > "The participation of not less than two-thirds of the board members shall
> > constite a quorum and shall be necessary for an individual vote to be
> > binding, however the participation of no less than one half of board
> > members may result in a binding vote if and only if all participating
> > members agree."

On Thu, May 22, 2003 at 03:36:33PM -0500, John Goerzen wrote:
> On Thu, May 22, 2003 at 04:31:29PM -0400, David Graham wrote:
> > That must have been the best piece of work I've ever written. No
> > criticism! :)
>
> Shall we go ahead and schedule a vote on this part then:

After discussing David's draft with him on IRC, he mentioned that he was
uncomfortable with the wording, suggesting that it might be open to
future misinterpretation. Therefore, I have come up with a rewritten
wording, which expresses nearly the same thought, and which David says
he's happy with:

Strike:
The presence of not less than two-thirds of the board members shall
constitute a quorum and shall be necessary to conduct the business of
this organization, but a lesser number may adjourn the meeting for a
period of not more than two weeks from the date scheduled by these
by-laws and the Secretary shall cause a notice of this scheduled meeting
to be sent to all those members who were not present at the meeting
originally called. A quorum as hereinbefore set forth shall be required
at any adjourned meeting.

Replace with:
There shall be no quorum requirement for a meeting to take place.
However, no individual vote taken by the board may be binding without
the participation of at least half the board members. If two-thirds of
the board members participate, then a simple majority shall be required
for passage, unless the item being voted on sets a higher requirement.
If fewer than two-thirds of the board members participate, then
unanimous approval of the members present with no abstentions shall be
required.

The only substantive difference is the addition of the possibility for
the author of a given resolution to require more than a simple majority
for passage. This does not weaken the requirements at all, for there is
no way that a resolution could set a lower requirement (i.e., fewer than
a simple majority). It only allows the author of a potentially
controversial resolution to require greater unanimity when appropriate.
I think this is an improvement rather than a weakening.

To move the process along a bit, I formally propose the above amendment,
and I vote "yes" on it. If people want to revise further, I have no
objection to that, but since all of us (including me) have taken as long
as we have, I thought I'd do something formal rather than just
continuing discussion.

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

I, too, wish to vote in favour of this amendment.

From my nice, shiny new email address.

David Graham, lacking .signature, lacking gpg key, sitting on downed
system. :(

On Fri, 30 May 2003, Jimmy Kaplowitz wrote:

> On Thu, May 22, 2003 at 03:36:33PM -0500, John Goerzen wrote:
> > On Thu, May 22, 2003 at 04:31:29PM -0400, David Graham wrote:
> > > That must have been the best piece of work I've ever written. No
> > > criticism! :)
> >
> > Shall we go ahead and schedule a vote on this part then:
>
> After discussing David's draft with him on IRC, he mentioned that he was
> uncomfortable with the wording, suggesting that it might be open to
> future misinterpretation. Therefore, I have come up with a rewritten
> wording, which expresses nearly the same thought, and which David says
> he's happy with:
>
> Strike:
> The presence of not less than two-thirds of the board members shall
> constitute a quorum and shall be necessary to conduct the business of
> this organization, but a lesser number may adjourn the meeting for a
> period of not more than two weeks from the date scheduled by these
> by-laws and the Secretary shall cause a notice of this scheduled meeting
> to be sent to all those members who were not present at the meeting
> originally called. A quorum as hereinbefore set forth shall be required
> at any adjourned meeting.
>
> Replace with:
> There shall be no quorum requirement for a meeting to take place.
> However, no individual vote taken by the board may be binding without
> the participation of at least half the board members. If two-thirds of
> the board members participate, then a simple majority shall be required
> for passage, unless the item being voted on sets a higher requirement.
> If fewer than two-thirds of the board members participate, then
> unanimous approval of the members present with no abstentions shall be
> required.
>
> The only substantive difference is the addition of the possibility for
> the author of a given resolution to require more than a simple majority
> for passage. This does not weaken the requirements at all, for there is
> no way that a resolution could set a lower requirement (i.e., fewer than
> a simple majority). It only allows the author of a potentially
> controversial resolution to require greater unanimity when appropriate.
> I think this is an improvement rather than a weakening.
>
> To move the process along a bit, I formally propose the above amendment,
> and I vote "yes" on it. If people want to revise further, I have no
> objection to that, but since all of us (including me) have taken as long
> as we have, I thought I'd do something formal rather than just
> continuing discussion.
>
> - Jimmy Kaplowitz
> jimmy(at)debian(dot)org
>

On Fri, May 30, 2003 at 08:38:00PM -0400, Jimmy Kaplowitz wrote:
> Strike:
> The presence of not less than two-thirds of the board members shall
> constitute a quorum and shall be necessary to conduct the business of
> this organization, but a lesser number may adjourn the meeting for a
> period of not more than two weeks from the date scheduled by these
> by-laws and the Secretary shall cause a notice of this scheduled meeting
> to be sent to all those members who were not present at the meeting
> originally called. A quorum as hereinbefore set forth shall be required
> at any adjourned meeting.
>
> Replace with:
> There shall be no quorum requirement for a meeting to take place.
> However, no individual vote taken by the board may be binding without
> the participation of at least half the board members. If two-thirds of
> the board members participate, then a simple majority shall be required
> for passage, unless the item being voted on sets a higher requirement.
> If fewer than two-thirds of the board members participate, then
> unanimous approval of the members present with no abstentions shall be
> required.

Well, it has this interesting cusp effect where one more person can
reduce the required number of votes, but it's something. My vote is FOR.

--
Taral <taral(at)taral(dot)net>
This message is digitally signed. Please PGP encrypt mail to me.
"Most parents have better things to do with their time than take care of
their children." -- Me

> To move the process along a bit, I formally propose the above amendment,
> and I vote "yes" on it. If people want to revise further, I have no
> objection to that, but since all of us (including me) have taken as long
> as we have, I thought I'd do something formal rather than just
> continuing discussion.

I vote yes.

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

--
John Goerzen <jgoerzen(at)complete(dot)org> www.complete.org