Bylaws Revision Meeting Feedback (Sep 11 2013)

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This is a summary of the Bylaws meeting of September 11, 2013, which was a continuation of the August 13 meeting.

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

Introduction

This meeting took up some but not all of the sections in the old bylaws that were omitted in the new bylaws. It was, in theory, also to take up member-submitted proposals, but they were for the most part not discussed at this meeting, either.

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

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

Unlike the previous meeting, this meet was organized roughly by topic, rather than by section of (current or proposed) Bylaws.

Board members attending: Mimi, Gui.

Salaried staff attending: None.

Carryover from last meeting

Members had requested that a revised set of proposed Bylaws, incorporating feedback from the August meeting, be available at this one. However, no such revised document was available.

Next steps

Previously, the Board had suggested surveying the membership to determine how to collapse issues into a small number of ballot questions. The Board suggested at this meeting that it instead survey members to determine how to change the text of its proposed Bylaws. The change in survey focus was not immediately apparent and caused some confusion to some members. It is somewhat unclear how the results would be interpreted, and to whom the results would be available.

No timeline for next steps was established, either for a potential survey, for when a revised proposal might be available, or for when the proposal might be voted upon.

Members and voting members

Definition of members. The current Bylaws say that what kinds of memberships we have is an issue that members vote on. The new ones do not.

Types of meetings. This was written on the whiteboard, but it is unclear exactly what this was referring to.

How meetings are called. Current Bylaws don't declare that Special Meetings be started in a particular way; proposed Bylaws do.

Gui's role. Voting? Nonvoting? Proposed Bylaws say permanent and nonvoting; a member remarked that the language needs to be clarified so that Gui can leave the Board if he wants to!

Voting

This section concerns what members may vote on, and how.

Spending money

The proposed Bylaws omit the spending limits that the current Bylaws mention.

The basic problem is letting the Asylum spend money in general, but requiring member permission for unusual expenses. Thus, the idea of notifying members about discretionary spending over a certain limit; said limit possibly to be defined as a percentage of last year's gross (so it grows with the Asylum). "Discretionary" spending would include large capital expenses, but also hiring---in other words, spending that isn't already part of the usual budget, and is a large increment.

Other issues include whether the Board must ask permission to spend large discretionary amounts, or provide notice with a way for members to veto such spending. One proposal was "at the Annual Meeting", but this was deemed far too coarse---it seemed a better idea to do this at Town Halls, at other quarterly meetings, or at meetings called specifically for the purpose of discussing the expenditure.

Who provides such notice was also discussed; consensus appeared to be that the President or the Board was the appropriate party to actually bring forward the proposal to spend the money---while the Secretary would be a last-ditch documenter of a Board decision to spend money, presumably the President/Board would be in a position to argue the rationale for making the expenditure, whereas the Secretary is really not in a position to do so.

Members pointed out that existing Bylaws requirements about asking permission for spending have been routinely violated.

There was general agreement that the Treasurer should be responsible for ensuring that quarterly financial reports are made available as part of the minutes of the Board (and perhaps presented as part of Town Halls). The idea was to have financials available in a finer-grained manner than just yearly, even if they were known to be incomplete. Monthly financials were deemed too burdensome.

In addition, there was general agreement that the Executive Director should communicate with members as part of the process of proposing major spending initiatives.

How members bring a motion to a vote

Existing Bylaws (section 3.10) say "Any matter may be brought to a vote during a meeting by a Voting Member". Proposed Bylaws omit this. Members expressed the opinion that this catch-all should not be lost.

Who may vote

A Board member mentioned "last six months" (proposed Bylaws) or some similar variant and was immediately contradicted by many members saying "any six of the last twelve" (current Bylaws). There was no further discussion on this point.

How members vote

The Board again brought up electronic voting; in part, this may be because Gui wasn't at the previous meeting. Sentiment of the room was again heavily negative on any Internet-enabled voting; see discussion at the previous meeting. Also, if the Board and salaried staff are not administering elections, then how votes are collected is not their problem and they should not be specifying such methods.

In addition, it was repeated that surveying members about electronic voting, or balloting on the issue, was akin to asking them to vote on safety issues, which they are not qualified to do, and thus that this should be dropped from the proposal entirely.

There was generally strong agreement that the Board, officers, or salaried staff running the vote was an inherent conflict of interest, and it was suggested that the Bylaws call for an Election Commissioner be appointed via some process that could not be influenced by the Board or salaried staff, after which the details about how to handle elections could be worked out outside the Bylaws.

Members argued that section 3.11 from current Bylaws ("proxies allowed") must be reinserted into proposed Bylaws, which omit the entire section.

Members also pointed out that the proposed Bylaws have no quorum required to change existing Bylaws, and argued for the preservation of existing "2/3rds of all Voting Members" language from existing Bylaws.

A note on the whiteboard claimed that 3.3.4 and 3.3.4 in the proposed Bylaws are inconsistent with each other, and the Board was asked to clarify the inconsistency.

Board of Directors vs Officers

Composition

Definition of Officers is unclear. ("What does the President do?") Also, see below re a single or fissioned Secretary position.

Election of officers

The existing Bylaws say that members elect all three Officers, and that these Officers need not necessarily be members of the Board. The Board's position (at least at the start of the meeting) was that all three of President, Treasurer, and Secretary should be appointed by the Board, and should themselves be members of the Board (e.g., Officers are appointed from the Directors).

Secretary

The issue of Secretary is contentious. One argument for Secretary being a voting Board member was "the Secretary might be on the hook legally for something but not be able to vote about it." Others pointed out that the chances of actual legal action in the absence of gross negligence was, in fact, negligible.

Members pointed out several issues. In particular, Secretary is a watchdog position---while part of the Secretay's duties include filing paperwork, others include (a) making sure that the Board is transparent to the members (e.g., publishing minutes), and (b) ensuring that the Board actually obeys the Bylaws. This argues that making the Secretary be a Board member turns the watchdog into a lapdog---someone cannot oversee themselves.

There was also discussion of splitting the Secretary role into two roles. The first would be the "legal Secretary," who is responsible for filing paperwork and is legally on the hook for issues with it. The second would be more akin to a "journalist" or "member advocate", who is responsible for publishing minutes and policing Bylaws adherence. One member raised the issue that, were the Secretary to actually have to issue a formal complaint to someone in State government, the "Secretary" role would be listened to, and anything called by some other name would be ignored.

Also, it was pointed out that we have not had a Secretary since the previous one resigned, and perhaps (it's unclear) since she left on a four-month road trip before that. The Board failed to call an election to get a new one, instead asking for a "scribe" which it would self-appoint. Members were unhappy about this, given that the current Bylaws definitely require us to have one, meaning we have been out of compliance with the Bylaws and State law on this issue for longer than we have had a Secretary---and that we have not had anyone in that watchdog role, which may be a factor in the large numbers of Bylaws violations pointed out by members.

By the end of discussion, there seemed to be a rough consensus, including the Board members present, that at least the Secretary position should be elected by members, and not appointed by the Board. Members additionally desired that that position not be any existing Board member, lest the essential "watchdog" function be absorbed via regulatory capture.

There was also support for the Secretary (or, perhaps, in the fissioned "Secretary" role, the journalist/member-advocate) to have the power to call Special Meetings on their own. The intent here was as part of Bylaws policing---if the Secretary found that the Board was violating Bylaws, the Secretary could call a Special Meeting to inform the membership and allow member proposals for taking action about it.

Committees

The Board stated that separate reference to various types of Board subcomittees may be pointless, since the Board was always free to organize itself internally at its convenience anyway, and enshrining this in the Bylaws served no apparent purpose. This simplifies the Bylaws and generated little if any discussion.

Size of the Board

Raising the size of the Board to (potentially) 13 members (plus Gui in a nonvoting role) did not generate much discussion, but the balance of the Board between member-voted and Board self-appointed did.

The Board has consistently indicated that it believes that member-elected positions should always be a simple majority of total seats. However, the proposed Bylaws have some ambiguities that should be corrected to make this true in all cases, and various members pointed out instances needing clarification. For example, section 4.2 in the proposed Bylaws sets the Board between 5 and 13 members, but also say "Members shall elect four"---presumably a holdover from the language of the current Bylaws, in which the size of the Board may be no more than 7.

One issue is that the proposed Bylaws have a giant loophole re Officers: they have voting privileges, but don't count against the size of the Board, hence enabling a 4-to-6 balance of voted-in vs self-appointed Board members if taken literally. (For a 7-person Board and three officers.) Further, the Board may create new Officer positions out of whole cloth. (The existing Bylaws do not claim that Officers have all the power of Directors, and in any event claim that Officers are elected by the members, not appointed by the Board, so such elected Officers would not contribute to a self-appointing majority on the Board.) If the language in proposed section 4.2 is fixed, this issue may be mooted.

The issue of dropouts from the Board was then discussed. In particular, if an elected Board member drops out, this may leave the majority of the Board appointed. One solution was to have the Board choose among itself one appointed member, who would lose voting privileges until another member-elected Board member was installed, and that such elections would be required to happen within 30 days. (Another member pointed out that the choice of which appointed Board member would lose voting privileges should be permanent during that interval, rather than allowing it to change around as needed in order to have enough votes to pass various issues.)

Another solution, which was advanced and then mostly dismissed, was to have a "reserve" Board member, who would be (for instance) a runner-up from a previous election, and who could be swapped in for dropped-out elected Board member. This was thought unworkable, because if the swap happened most of a year after the election, the reserve member might be uninterested or unavailable anyway.

Note that a dropout among the appointed Board members didn't generate much discussion---such a dropout would still leave member-elected Board members in the majority, and hence would not materially shift the balance of power on the Board.

Forcible removal from the Board

There was some concern that it be clear that members could forcibly evict any Board member (elected or appointed), and that such a member could not be reappointed by the Board.

Conflict of interest

Financial conflicts of interest were an issue and were discussed in the last few minutes of the meeting. The current Bylaws require disclosure of financial conflicts of interest to all voting members. A member pointed out that there has already been at least one issue involving thousands of dollars which is almost a year overdue on disclosure. This is a clear violation of the current Bylaws. Additionally, a member remarked that two of the Board members were (or were about to be) in business with each other; this was a complete surprise to several members in the room. (Another member then remarked that, in addition to disclosing business relationships between Board members, it may perhaps be desirable to mandate that married couples not serve together on the Board.)

The proposed Bylaws, on the other hand, don't mention conflict of interest directly, but instead refer to an external document. This document has several issues. First, it entirely dropped the provision that financial conflicts of interest must be disclosed to all voting members. Second, it still has references to non-Asylum entities and committee structures in it, making it dubious whether the Board ever read its own document. Third, as an external document, it may be changed at any time by the Board, without member consent or even notification.

The members strongly argued that the conflict of interest statement from the original Bylaws be carried over into the new ones. A Board member remarked that having a separate document was a legal requirement. If this is so, rather than maintain two documents in parallel, it was advanced that the Bylaws should incorporate the external document by reference, but that that external document:

  • Include language from the existing Bylaws re financial conflicts and notification of all members
  • Require that any changes to it be carried out in the same fashion as changes to the Bylaws themselves
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