Bylaws Revision Meeting Feedback (Aug 13 2013)

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This is a summary of the Bylaws meeting of August 13, 2013.

Please see here for a member-derived summary of some (but probably not all) major changes, comparisons of the two documents, etc.‎

Introduction

This summary is organized, as much as possible, in order by the way the proposed bylaws are numbered, and not in the order in which they were addressed at the meeting.

The agenda was mostly structured in reference to the proposed bylaws, and not the current bylaws. Thus:

  • any sections in the old bylaws which were simply omitted from the new bylaws were therefore not discussed, unless brought up by a member
  • any member-initiated proposals (such as those from the previous meeting) were also not discussed

Both of these omissions will have to be taken up at the next meeting.

The phrase sentiment of the room refers to the approximate consensus sentiment expresed by the members, and may or may not correspond to statements from the board or the salaried staff.

Some of the statements below were taken off written easel sheets; the longer ones were from group discussion.

This summary has been prepared for these reasons, among others:

  • to document the modifications desired by members to the Board's proposal
  • to inform members who were not at the meeting what was discussed

This summary doesn't include each of the individual line-items from the agenda, but only talks about actual revisions (e.g., it doesn't talk about the meta-agenda stuff).

Board members attending: Aaron, Mimi, Calvin, Jesse.

Salaried staff attending: Molly.

Scheduling note

The Election Commissioner needs at least two weeks from the time any proposals are frozen to the start of the election in order to properly prepare ballots. More time would be better. This must be taken into account for any scheduling.

Next steps

Sentiment of the room: We should meet to continue the process, but surveying the membership was unlikely to yield useful data---how the questions are written would itself be an issue, and a push-poll masquerading as a survey is bad news, too.

Sections discussed at this meeting

Meta

Figure out gender issues globally throughout document.

Article 1

No particular comments. Corporate seal is a state requirement.

Meta: Why was the word "Organization" substituted for every occurrence of "Corporation" in the original document?

Article 2

No particular comments. Re disposition of assets: note conflict of interest here? Basically, can't sell assets and give them back to the Board, the staff, or the members.

Article 3

3.1

Sentiment of the room: "Paying his membership fee by the first business day of the month" is probably too restrictive---we allow late payments, we don't always invoice correctly, members may start their memberships on any day of the month, etc. This should almost certainly be dropped or substantially rephrased.

3.2.4

The original bylaws didn't include the sentence "A meeting only qualifies as a special meeting if it starts with an official statement..." but the proposed ones do. The Board believes that this avoids "confusion" over whether a meeting is special or not. Also, current bylaws say that at any meeting, members may bring something up for a vote.

Sentiment of the room: This seems like a gotcha to possibly invalidate a special meeting if it is called by members and then not correctly announced. It should be dropped.

3.3.1

Sentiment of the room: Voting members should stay defined as "6 of the last 12 months" and not "last 6 months consecutively." Also, outstanding balances should not be considered (they are not considered in the existing bylaws, either.) Doing otherwise disenfranchises people in a large variety of ways, as well as giving the impression of the Asylum as a "rich person's club." Also, the proposed bylaws are way too strict on payments (see 3.1) ---a late payment might disenfranchise someone for a month, hence disenfranchising them for 6! And our billing is too sketchy to depend on hard values like this anyway.

Board/staff wanted this to be "last 6" because (a) it's hard to do the bookkeeping and (b) people who have deliberately left may not want to be contacted to vote because they want to be gone. Members very much did not agree with this reasoning: (a) is easy because computers can count, and (b) can possibly be resolved as follows:

It may be fruitful to give members an explicit ability to affirmatively opt from being counted in that 2/3rds, if they really don't want to vote, have left the Asylum and don't plan to come back but would otherwise still be counted as a Voting Member, etc. This lowers the threshold to those members who actually want to participate and don't view being asked to participate as an intrusion, and also relieves some of the pressure involved in continuing to count as Voting Members those people who have paid for any 6 o the last 12 months of membership.

There was not consensus on how such an opt-out mechanism might work, and putting the exact mechanism into the bylaws seems unwise---as long as, for anyone who would otherwise qualify to be a Voting Member:

  • the intent of the voter is clear
  • the mechanism is difficult to defraud
  • it requires affirmative opt-out of voting, and not an opt-in to vote
  • it's possible to instantly opt back in

There was a suggestion that even an opt-out might expire (say, in a year) so the member would have to periodically opt-out, so as to remember that they have opted out.

Implementation suggestions included a written signature filed on a piece of paper, or (perhaps) an opt-out button in our upcoming ERP system, possibly combined with email verification. Presumably the Election Commissioner would also have some oversight in any given voting period, to ensure that the intent of the voter is respected.

Members were not in favor of any sort of automatic opt-out based on inactivity---they were in favor of the existing bylaws ("6 of the last 12") unless the voter pro-actively opts out.

3.3.2

Financial oversight

[This was not discussed at this meeting but is one of many issues to be discussed at the next one:]

There is no longer any mention of members having any oversight at all on financial matters, e.g., the existing Bylaws (sections 3.14, 11, and 13.4) talk about oversight of $10K or $20K one-time expenses. This has been completely omitted in the proposed bylaws. One possibility, which grows with the size of the organization, would be to keep the provision but make it, e.g,. "3% of the previous year's gross revenues" or some similar wording.

Member election of officers

Direct member election of Officers (as in current bylaws) vs the Board appointing them instead (as in the proposed bylaws).

Sentiment of the room: The new bylaws strip members of the ability to vote for officers---the Board now gets that power. [Officers are orthogonal to members of the Board---an officer may or may not be a Director on the Board, and we currently have both possibilities represented, since Mimi is treasurer but our former Secretary was not.] Members were not in favor of losing the ability of directly elect officers---the point of member voting is to have oversight over the officers and the Board. The Board advanced two reasons, which seemed to be (a) members can't be trusted to know who to vote for, and (b) the Board might want to reassign who is in which role frequently. Member reaction seemed to be (a) if the Board has a favored candidate, the Board can attempt to convince the members, but under no circumstances should members lose the ability to directly vote for officers, and (b) if you have to change who's in which role that frequently, you are rearranging the deck chairs on the Titanic, and there's an underlying problem that needs solving instead---possibly via a change of Board or Officer personnel.

There was a side-discussion about what happens if nobody runs. This was a serious issue in the first (and, so far, only time members elected officers) in that members didn't know until too late that Dmitri wasn't interested in also being Treasurer. If and only if nobody runs, it may be reasonable to have the Board appoint someone (as they did with Treasurer). Presumably such an appointment would go no longer than an elected appointment, and would be subject to member (not Board) voting on its replacement.

In addition, the Secretary is responsible for ensuring that the Board adheres to the bylaws, and for ensuring transparency by making sure that minutes are published in a timely fashion. It is inappropriate for the Board to be choosing its own watchdog---this is a role for members, not the Board.

3.3.3

Need to ensure that original bylaws language from section in bold in original 3.10 stays in: "Passage of any matter presented for a vote shall be determined by a majority of the votes submitted during the Voting Period and not based on a majority of those present at the meeting." And original 3.10 doesn't require a quorum at the meeting to start a vote---the new bylaws do require a quorum at the meeting of 15% (currently at least 30 VM's), and that restriction should stay out (match the original bylaws).

The original intent of the 15% quorum was to prevent votes on "normal" matters (those that don't meet the "2/3rds of all VM's" threshold) not to be decideable by (say) 3 people. There was confusion at the meeting between quorum and "number of yes votes" on such "normal" matters. If some sort of "minimum threshold for normal votes" language makes it into the proposal (it's absent in the current bylaws), then it should be clear that (a) it doesn't apply to the higher-threshold votes, and (b) it should be clear whether this refers to "number of votes" (aka quorum) or "number of yes votes", and (c) it should be clear that this applies to "votes in the voting period" and not whatever happens to occur during one particular meeting.

3.3.4

Sentiment of the room: Immediately drop any requirement for electronic voting and replace the entire section with the language in 3.11 from the original bylaws, or other language making it clear that proxy voting is allowable. The fundamental reason is that Internet- and other electronic-voting mechanisms are fundamentally unsafe, impossible to verify, expose us to risks far greater than the benefits they would allow, and were still insufficient in the voting the Board ran during June, hence obviously not even effective for their stated purpose. Expansion of these reasons:

(a) Our IT Manager is an expert in the field, with multiple decades of experience in both electronic voting and computer security. He agrees with the consensus of other experts, which is that voting over the Internet is is needlessly dangerous and cannot be made suitably secure given our needs. [To put it bluntly, there are reasons we don't vote for our mayor, Senator, Representative, or President over the Internet, and it's not because it never occurred to anyone.]

(b) We had numerous meetings, involving dozens of Wardens, when we first wrote the Bylaws, and this was discussed extensively then. We decided, as an informed group, that we should not vote electronically, for the reasons above.

(c) Claiming that we need electronic voting for "convenience" or because "voting is hard" is analogous to someone using the table saw without eye protection. We do not allow arguments of convenience to dictate issues of safety, because untrained individuals are almost certainly wrong about the risk, and furthermore, typically do not consider the risks to the organization of an injury, even if they're willing to take the risks for themselves. This is one reason why we have a local expert, namely our Facilities Manager, who will insist on proper safety precautions or who will remove the member from the shop. In the case of electronic voting, our expert is our IT Manager. His advice on electronic voting is "wear your safety glasses," which in this case means, "Vote on paper."

(d) Surveying members about electronic voting runs afoul of an uninformed electorate. This is analogous to the issue, when we were moving into the building, of whether members thought they could build overhead lofts. The vast majority saw no issue with it, because they were not expert enough in safety issues for the proper questions to even occur to them---such as whether the sprinklers could snuff a fire under such a structure. For this reason, we did not survey members about fire safety or loft construction, but instead had expert knowledge dictate correct construction strategies. Furthermore, attempting to educate voters via, e.g., a mailing list won't work: we know from experience that virtually all of them will tune out on a discussion that is necessarily as complicated as electronic voting must be, and we also know that the discussion is likely to have trolls disrupt it. Only an in-person discussion, with expert advice, can properly inform the electorate, and we had such a discussion when we first wrote the Bylaws. The decision at that time was a resounding, "No, we will not do electronic voting." It is inappropriate for the Board to attempt to reverse that group decision.

(e) One rationale for voting electronically is to easily achieve the required quorum for votes requiring 2/3rds of all VM's. But (1) in any well-planned vote, we have achieved this in other ways, none of which were onerous, (2) in a poorly-planned vote, such as the one administered in June by the Board, even the insistence by the Board upon electronic voting was clearly insufficient---it only got 1/3 of the electorate to vote, which meant another 1/3 was contacted directly by phone after the failure of the electronic portion. Note that we have always had numerous methods by which voters who would not be physically present during the voting period could vote, and those should be continued---this means that "I won't be around" is not a reason for "we must all vote electronically." Such proxy voting is not subject to large-scale manipulation, unlike electronic voting.

(f) An electronic election suffers, far more than a paper election, from the problems of single points of failure and single points of authority. There is likely no single individual in the organization who can---or should---be trusted by all concerned, given the virtual impossibility of verifying or recounting an electronic election.

(g) It is the sense of many members that the Board and the salaried staff have an inherent conflict of interest if they are also allowed to administrate a vote, since voting and elections are for the members ---they are how members provide binding supervision of the Board and the staff. The numerous unannounced and last-minute changes to election procedures during the June vote (the only one in which the Board and salaried staff administered a vote, instead of an Election Commissioner who was neither) have reinforced that point. Voting may indeed by hard, but it is the opinion of many members that it never be something the Board or the salaried staff should be touching at all---in which case, whether it's hard or easy shouldn't much matter to the Board, because it will never again be the Board's problem.

(h) Given the numerous problems with the administration of the June vote and consequent loss of trust in the Board being trustable to run one, it is likely that one or more members might attempt to disrupt an electronic election ("to teach the Board a lesson") were we to have one. This sentiment was heard multiple times immediately after that vote. Sticking to paper makes it much less likely that a single anonymous individual can cause the vote to be invalidated, which would waste a tremendous amount of time from all concerned.

Article 4

4.2

Sentiment of the room: The Board should always have a majority of its Directors elected directly by members---it should never be possible, no matter how the size of the Board is changed, that only a minority of Directors are elected by members. The Board seems in agreement with this position, but the relevant language should be clarified to emphasize this point.

A question was raised about why the Board was talking about expanding the size of the Board. Board & staff said this was to allow future flexibility without necessarily requiring a bylaws vote, but that there weren't particular plans to enlarge it right now. Also, one of the utilities for having a larger Board was that "some of us are getting a bit burnt out" and this could help spread the load by making subcommittees more possible. [Others questioned whether a larger Board might have communications and quorum issues within itself.]

Article 5

5.1

[This was not discussed at the meeting but is one of many issues to be discussed at the next one:]

"Officers of the Organization will also be Directors of the Board, with all the rights and authority of a Director." This statement does not exist in the current Bylaws. It means that, if the Board appoints Officers, then even if the existing Board is "in theory" 7 Directors, of which 4 are elected by the members, it could also have 3 more Directors (aka "Officers appointed by the Board") who are therefore not elected by the members. This would make the total size of the Board 10 people (4 Directors elected directly, 3 Directors appointed by the Board, and 3 Officers appointed by the Board who have the same authority as the other Directors), which means that members would only directly elect 4 of 10 members of the Board. This means that member-elected Directors are in the minority and could be outvoted every time.

5.2

[This was not discussed at the meeting but is one of many issues to be discussed at the next one:]

"Other Officers shall have such powers as may be designated from time to time by the Board." The existing Bylaws (section 6.1) also says that the Board may create other Officers, but since 5.1 in the proposed bylaws says that such Officers have the powers of a Director, this means that the Board is free to create---and then self-appoint---new Officers. It is unclear whether they would count against any limit on the overall size of the Board; the proposed Bylaws are silent on this issue. However, even if they so count, this also makes it trivial for the Board to appoint enough Officers---who can vote as Directors---to outvote any number of member-elected Directors.

5.3

This is the section which directly says that the Board now claims authority to appoint Officers, instead of members electing them. This was very unpopular with members; see section 3.3.2 above.

5.7

This section also says, in the proposal, that the Board fills Officer vacancies itself, instead of holding an election. Current Bylaws say that members elect those positions; see section 3.3.2 above.

Article 6

Clarify that board is unpaid, but may be reimbursed for expenses. "See director section."

Article 7

Advisory Committee. Clarify that advisors are uncompensated for their service as advisors (though they may be compensated for other things, such as teaching classes). The language is also to make it clear that an advisory committee that was put together to get (say) potential industrial sponsors to see how great we are won't get paid for being advisors.

Sentiment of the room: The Advisory Committee exists in some form in the original proposal; the Board was reluctant to drop it from this proposal even though, in both proposals, their role is essentially stated as "whatever the Board wants it to be." It did not appear that anyone felt particularly strongly one way or the other, since this language is essentially a no-op anyway.

Article 8

No particular comments.

Article 9

"No chair defined." "Should be treasurer & other officer." [It's not clear what the previous comments refer to.] Board to address dollar threshold that requires co-signers on checks. Need clarification of difference between Chair & Vice-Chair of the board vs officers of the corporation.

Article 10

No particular comments.

Article 11

Sentiment of the room: The proposed bylaws completely omit the conflict-of-interest section from the old bylaws (section 17.3 there) leaving the policy to be expressed only in a separate document that the Board can amend at any time. That document shows evidence that it was not even carefully read by the Board (it still mentions Union Square Main Streets and other artifacts from SCAT and other organizations), which makes one wonder just how bound by it the Board considers itself if it hasn't even read it. In addition, the Board document does not require that financial conflicts of interest be disclosed to Voting Members, but only to the Board.

The new bylaws should also include the language from 17.3, including the requirement to disclose financial conflicts of interest to all Voting Members, and they should be included in the Bylaws, rather than as a separate document, so that they cannot be changed by the Board itself without notice to and approval from the members.

There is at least one unreported financial conflict of interest (more than 8 months old) involving a Board member that has not yet been disclosed to the members, even though the existing Bylaws require it.

Article 12

Need more legal input on indemnification, in two ways:

  • Possibly limiting such indemnification of Board members to the limit of our insurance carrier
  • Possibly explicitly including indemnification of volunteers doing work for the Asylum

Article 13

How many members are needed to amend the bylaws?

Sentiment of the room: Continue with 2/3rds of all Voting Members and not 2/3rds of whoever shows up to vote. This was a strongly-held position by the members. In particular, some members who had previously advocated "2/3rds of whoever shows up" before June are now advocating continuing with the "2/3rds of all Voting Members."

Article 14

No particular comments.

Things needing to be put in the right section

[These were in the "quick hits" sections, in part. Someone please figure out what sections these go to an edit this page appropriately.]

Notice of meetings: Have max notice for special meetings?

Sentiment of the room: 48 hours of notice is absolutely insufficient notice for snailmail, but we've never used snailmail to send notifications about meetings, so simply remove snailmail as an option.

Waiver of notice: Is this needed?

Place and time: Can they be held remotely, and if so, how?

Sentiment of the room: Avoiding chicanery re meeting locations is important (don't hold the meeting in Honolulu), but requiring the meeting to be physically at the Asylum may not be realistic, because we don't have anywhere in the building where we can feasibly have a meeting with hundreds of members. A mileage radius is similarly problematic, since the important point might be access via mass transit. No particular conclusion was reached here, but some sort of "reasonable accomodation" language might be appropriate to provide some guidance and make it clear that doing something ridiculous would be a violation of the bylaws.

Annual meeting needs to be at night? Original bylaws said "at 7pm." Current bylaws do not, but still say "at night" for the Annual Meeting. Purpose of "night" was to avoid having meetings during the day, when people with 9-5 jobs would be unable to attend. Unclear if non-Annual Meetings have any timing restrictions. Should we allow weekend afternoons? Currently, we do not. Didn't seem to have any strong opinions expressed.

Adjournment: what about when not reconvening? [This may not have been addressed at all at the meeting.]

Period for voting: Define as 3 days minimum. Remove ambiguity re a voting period that might be restricted only to a meeting.

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