Re: Resolution 2004-10-15.dbg.1: Non-meeting voting

From: Ian Jackson <ijackson(at)chiark(dot)greenend(dot)org(dot)uk>
To: David Graham <cdlu(at)railfan(dot)ca>
Cc: board(at)spi-inc(dot)org, spi-general(at)lists(dot)spi-inc(dot)org
Subject: Re: Resolution 2004-10-15.dbg.1: Non-meeting voting
Date: 2004-10-16 23:17:25
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David Graham writes ("Resolution 2004-10-15.dbg.1: Non-meeting voting"):
> I find 2001-11-26.iwj.1 has outlived its usefulness as a resolution. It's
> not completely clear and it can use an update. It requires both unanimous
> consent and a 50% quorum, which to me is contradictory.

(FI of anyone reading, 2001-11-26.iwj.1 is the email voting process.)

As I said in my reply to Bruce, I'm worried that there might be some
legal doubt about the validity of these email resolutions. To avoid
the possibility that a disgruntled board member might find themselves
wanting to overturn this weak point on our processes, I wrote into the
email voting resolution the veto which allows them to easily stop a
resolution they disapprove of.

I agree that an easier email voting system would be a very good idea.
I don't know much about the legal niceities of making it robust even
in the face of a serious disagreement.

I would be very happy to support a new non-meeting voting system if we
could come up with something that /everyone/ on the board will agree
to. For example, we could put something in the resolution itself that
says it is only effective if all of the current board members have
explicitly, since joining the board, indicated their agreement to the
offline voting system. That would probably hinder a dissenter later
claiming in court that those offline resolutions don't really count.

Also, it would have to be clear that no motion could pass that
wouldn't be valid if it had happened in a meeting, and that there
could be no two contradictory motions passed. With the 66%
by-laws quorum I think that means we need 66% participation, and to
avoid contradictory motions we need >50% approval.

> This resolution also requires unanimous consent of all board members
> should the membership sink below the legal minimum of 8 set out in the
> by-laws. I think it is necessary to keep some provision for business to be
> doable in that case, if only to appoint interim board members to get back
> to working strength.

That might be better done by actual meeting, surely ? That way there
would be less room for doubt and argument.

> I'd be happy to hear amendments and changes to this resolution.

Right. I think your resolution would be a step forward, if my
concerns above can be addressed.



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