Re: #04: Electronic Meetings

[ chairman hat on ]

Thanks to everyone for a workable quorum compromise.

As a reminder, our status page is at
http://gopher.quux.org:70/devel/bylaws/status.html
It contains a link to Taral's working copy bylaws draft as well.

Our next item of old business is #04, electronic meetings.

This first surfaced at
http://lists.spi-inc.org/pipermail/spi-bylaws/2003/000124.html with:

Up for discussion:

04 Holding a meeting "electronically" is not limited to real-time. Email
counts.

The practice of meetings by email seems to be out of order.

Perhaps more committees will alleviate the need to email voting, if
the board is not supposed to concern itself with day-to-day business.

Article 7, para. 3 prevents email voting.

Let's see what to do about this.

On Sat, May 31, 2003 at 08:59:29AM -0500, John Goerzen wrote:
> Our next item of old business is #04, electronic meetings.

I'm not sure what I think about this one yet. Here are some of my thoughts:

1. I think that actually holding e-mail meetings is, at best, a stretch of
the bylaws. I know there is disagreement on that point, but I think we can
all agree that if we want to permit that, we should make it clear.

2. I continue to believe that a lot of the quorum and e-mail problems are a
result of the board failing to delegate to committees as anticipated in the
original bylaws. Yet, in a very real sense, we are still in an initial
"ramp up" phase (yes, even after these years) with getting accounting
procedures in place, etc. I could see a "sunset clause" (e-mail meetings
are authorized for one year, for instance) being of use.

3. If for some reason we can't address #2, I'd be in favor of a workable
conservative e-mail voting mechanism. However, my preference is to treat
the problem rather than its symptoms.

Thoughts?

I believe e-mail meetings are not only allowed, they're necessary.

I'd like to point out that the By-Law Committee -- us -- has not met yet
on IRC or in any means other than through e-mail, yet we have created,
discussed, and voted on a number of issues and are continuing to do so.

I think the means with which the board meets should be at the discretion
of the board. Decisions should be able to me made through email - which
the quorum requirements of the recently discussed amendment easily allow,
or on IRC, if that's what the board prefers to do, but we should not ban
an otherwise effective way of meeting. That doesn't help anybody.

The board should be required to meet "no less than once per three months",
and should be left the discretion of how it should meet - whether it be in
real life, video conference, irc, telephone conference call, email, or
voodoo magic, provided a record of the meeting is kept (minutes).

David Graham

On Sat, 31 May 2003, John Goerzen wrote:

> On Sat, May 31, 2003 at 08:59:29AM -0500, John Goerzen wrote:
> > Our next item of old business is #04, electronic meetings.
>
> I'm not sure what I think about this one yet. Here are some of my thoughts:
>
> 1. I think that actually holding e-mail meetings is, at best, a stretch of
> the bylaws. I know there is disagreement on that point, but I think we can
> all agree that if we want to permit that, we should make it clear.
>
> 2. I continue to believe that a lot of the quorum and e-mail problems are a
> result of the board failing to delegate to committees as anticipated in the
> original bylaws. Yet, in a very real sense, we are still in an initial
> "ramp up" phase (yes, even after these years) with getting accounting
> procedures in place, etc. I could see a "sunset clause" (e-mail meetings
> are authorized for one year, for instance) being of use.
>
> 3. If for some reason we can't address #2, I'd be in favor of a workable
> conservative e-mail voting mechanism. However, my preference is to treat
> the problem rather than its symptoms.
>
> Thoughts?
>
> _______________________________________________
> Spi-bylaws mailing list
> Spi-bylaws(at)lists(dot)spi-inc(dot)org
> http://lists.spi-inc.org/cgi-bin/listinfo/spi-bylaws
>

On Sat, May 31, 2003 at 10:15:13AM -0400, David Graham wrote:
> I believe e-mail meetings are not only allowed, they're necessary.
>
> I'd like to point out that the By-Law Committee -- us -- has not met yet
> on IRC or in any means other than through e-mail, yet we have created,
> discussed, and voted on a number of issues and are continuing to do so.
>
> I think the means with which the board meets should be at the discretion
> of the board. Decisions should be able to me made through email - which
> the quorum requirements of the recently discussed amendment easily allow,
> or on IRC, if that's what the board prefers to do, but we should not ban
> an otherwise effective way of meeting. That doesn't help anybody.

The above reasoning does make sense to me.

> The board should be required to meet "no less than once per three months",
> and should be left the discretion of how it should meet - whether it be in
> real life, video conference, irc, telephone conference call, email, or
> voodoo magic, provided a record of the meeting is kept (minutes).

Providing public minutes for email meetings is one thing the board
hasn't been doing. We will need to make it clearer that that is a
requirement.

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

Where do we stand on this issue?

My own position is that we need to explicitly grant permission for
non-real-time meetings in the bylaws, and clarify the meaning of quorum for
them. What do others think? Should I draw up a proposal or is someone else
doing that?

Thanks,
John

We recently approved this paragraph:

"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."

If we add the following sentence at the end:

"Votes may be conducted in any way the Board sees fit, provided it
meets the above mentionned conditions."

And the following sentence at the beginning:

"A meeting is any event, occasion, or discussion where at least one vote
is held among members of the board and sufficient members vote for that
vote to be considered binding."

Then the board is given the ability to function using irc, email, phones,
real life, or voodoo magic, provided at least half of the board members
cast a ballot.

That's not precisely worded to fit with the above paragraph but the
meaning can stand.

---
David "cdlu" Graham in Guelph, Ontario
cdlu(at)railfan(dot)ca - SMS: +1 519 760 1409

On Fri, 13 Jun 2003, John Goerzen wrote:

> Where do we stand on this issue?
>
> My own position is that we need to explicitly grant permission for
> non-real-time meetings in the bylaws, and clarify the meaning of quorum for
> them. What do others think? Should I draw up a proposal or is someone else
> doing that?
>
> Thanks,
> John
>