Re: Bylaws Revision: VOTING[5]

[last few changes...
- wrote resolution in text format
- added text from current bylaws- I think it is a good text, but just did
not contain enough details
- added open ballots for all but election and removal
- board can not remove board members, only general membership can (I like
this better too, thinking about it)
- QUESTION: is a 35% quorum good enough, or should it go to 40%?
--Nils]

VOTING
------

Any contributing member of SPI is eligible to vote. Non contributing
members of SPI may not vote. Each voting member shall have exactly one
vote. All ballots shall be open ballots except for any ballot concerning
the election or removal of

At all meetings, except for the election of officers and directors, all
votes shall be viva voce, or electronically cast except that for election of
officers ballots shall be provided and there shall not appear any place on
such ballot any mark or marking that might tend to indicate the person who
cast such ballot.

The quorum for a vote by the membership shall be set at 35% of eligible
voters. All votes (unless otherwise stated) are approved by a simple
majority (>50%) being in favor of the issue in question.

At any regular or special meeting if a majority so requires any question
may be voted upon in the manner and style provided for election of officers
and directors.

At all votes by ballot, the Chairman of such meeting shall immediately
prior to the commencement of balloting appoint a committee of three who
shall act as "Inspectors of Election" and who shall at the conclusion of
such balloting certify in writing to the Chairperson the results. A
certified copy shall be physically affixed in the minute book to the minutes
of that meeting.

No inspector of election shall be a candidate for office or shall be
personally interested in the question voted upon.

Resolutions
-----------

Resolutions are voted on by the board of directors. Resolutions may be put
before the board for consideration. If the board decides not to consider
the issue, the membership may vote on the resolution. The membership may
also override a vote by the board by a 2/3 majority vote.

Board appointments
------------------
[this will go into the 'board' section of the bylaws, but its important to
keep an eye on in the voting section]
- the board members will (together with the membership committee) recommend
candidates for the board of directors [still need to work on this]
- the members will approve the appointments on the board of directors
- removal of board members shall occur by a 2/3 vote of the members

--
Nils Lohner Software in the Public Interest, Inc.
E-Mail: lohner(at)spi-inc(dot)org PO Box 1326
Board Of Directors <board(at)spi-inc(dot)org> Boston, Ma. 02117 USA

On Thu, Jun 03, 1999 at 05:54:22PM -0400, Nils Lohner wrote:
> VOTING
> ------
>
> Any contributing member of SPI is eligible to vote. Non contributing
> members of SPI may not vote. Each voting member shall have exactly one
> vote. All ballots shall be open ballots except for any ballot concerning
> the election or removal of
obvious, but text missing.

> At all meetings, except for the election of officers and directors, all
> votes shall be viva voce, or electronically cast except that for election of
> officers ballots shall be provided and there shall not appear any place on
> such ballot any mark or marking that might tend to indicate the person who
> cast such ballot.
Do we really expect meetings to be viva voce? And especially elections..
those ballots will have to be mailed and even that might fail. We can't
use email of any sort.. or pgp/gpg encrypted packages. The only way of
doing this is in person, everybody puts a piece of paper into a box.

> At all votes by ballot, the Chairman of such meeting shall immediately
> prior to the commencement of balloting appoint a committee of three who
> shall act as "Inspectors of Election" and who shall at the conclusion of
> such balloting certify in writing to the Chairperson the results. A
> certified copy shall be physically affixed in the minute book to the minutes
> of that meeting.
>
> No inspector of election shall be a candidate for office or shall be
> personally interested in the question voted upon.
>
All said and done, I'd take the approach of the Debian Constitution... "in
a manner prescribed by the Secretary" and let the actual proceedures be a
little more dynamic.

> Resolutions
> -----------
>
> Resolutions are voted on by the board of directors. Resolutions may be put
> before the board for consideration.
by who? the body via vote or by any member or by any eligable voter or..?

--
Please cc all mailing list replies to me, also.
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On Thu, 3 Jun 1999, Nils Lohner wrote:
> - QUESTION: is a 35% quorum good enough, or should it go to 40%?
Why don't we give it a test drive at 35 and see how it goes. I would
suggest testing 40, but I worry that quorums would regularly be unmet,
votes would have to be retaken - not good for an organization that's just
starting up.

> The quorum for a vote by the membership shall be set at 35% of eligible
> voters. All votes (unless otherwise stated) are approved by a simple
> majority (>50%) being in favor of the issue in question.
Just for safety, could you use "(unless otherwise stated herein)", to
make it clear this is not specifiable on a proposal by proposal basis. I
know it sounds paranoid, but better to add a word I think.

> Resolutions
> -----------
>
> Resolutions are voted on by the board of directors. Resolutions may be put
> before the board for consideration. If the board decides not to consider
> the issue, the membership may vote on the resolution. The membership may
> also override a vote by the board by a 2/3 majority vote.
>
Why so high for the override?

> Board appointments
> ------------------
> [this will go into the 'board' section of the bylaws, but its important to
> keep an eye on in the voting section]
> - the board members will (together with the membership committee) recommend
> candidates for the board of directors [still need to work on this]
I would suggest some language about resignations here, regarding
temporary appointments when needed (say the number falls below the state
required minimum), and some sort of time limited phase of taking
nominations/volunteers for replacements.

> - the members will approve the appointments on the board of directors
> - removal of board members shall occur by a 2/3 vote of the members

Lynn