SPI legal question

Hi all,

I'd like, along with a few people on board, to get this committee back up
and running.

Who's interested in participating, and would you all prefer
general concensus or a formal committee with public participation or some
other structure to take on the work of this committee?

- -
David "cdlu" Graham - cdlu(at)railfan(dot)ca
Guelph, Ontario - http://www.cdlu.net/

David Graham wrote:
> Hi all,
>
> I'd like, along with a few people on board, to get this committee back up
> and running.
>
> Who's interested in participating

I'm interested in participating

>, and would you all prefer
> general concensus or a formal committee with public participation or some
> other structure to take on the work of this committee?

What's the downside to a formal committee?

--
-----------------------
Michael Schultheiss
E-mail: spi(at)amellus(dot)com

On Tue, Aug 01, 2006 at 05:27:25PM -0400, David Graham wrote:
> I'd like, along with a few people on board, to get this committee back up
> and running.
>
> Who's interested in participating, and would you all prefer
> general concensus or a formal committee with public participation or some
> other structure to take on the work of this committee?

I'm interested in participating. I don't have a preference as to the
structure of the committee.

--
Matt

On Tue, 2006-08-01 at 17:27 -0400, David Graham wrote:

> I'd like, along with a few people on board, to get this committee back up
> and running.

There are a number of issues with our current bylaws that I would like
to see resolved. Count me in.

Bdale

On Tue, Aug 01, 2006 at 05:27:25PM -0400, David Graham wrote:
> I'd like, along with a few people on board, to get this committee back up
> and running.
>
> Who's interested in participating

I agree. I'm in.

- Jimmy Kaplowitz
jimmy(at)spi-inc(dot)org

On Wed, 2 Aug 2006, Michael Schultheiss wrote:
> I'm interested in participating

Cool. Three replies on list, and some on IRC means there's enough interest
to move forward.

> >, and would you all prefer
> > general concensus or a formal committee with public participation or some
> > other structure to take on the work of this committee?
>
> What's the downside to a formal committee?

A committee is only needed to submit a final proposal to SPI's membership
to be voted on. In the interim, open discussion is ideal.

I don't want anyone to feel that their voice doesn't matter because
they're not on the committee. It should be open to all interested members,
and that list varies. If we decide to move forwardw with it as a formal
committee, as it has been, I won't be too bothered by it, but it's been
dormant for around 3 years and I wouldn't mind toying with the structure
to make it kind of have a life of its own.

The process we need to follow is to edit the by-laws until we have a
general concensus on a new set, then send it off to legal@ to be
approved/sent back, and then an ad hoc committee can be formed to present
these results to the board to present to the membership for a referendum.

We have, somewhere, the recommendations of the last sitting of the by-laws
committee that nearly went to referendum a few years ago, but got held up
by the need for a legal review. This would be a good starting point,
though I would not be adverse to rewriting the bylaws entirely from
scratch.

In the interim, the membership committee will need to be active in
ensuring that inactive contributing memberships are dropped. Article 3,
paragraph 7 of the by-laws requires this: "If a contributing membership is
not renewed, the member's status will be downgraded to a non-contributing
member." And it is imperative to be done on an on-going basis to ensure
that when a vote does happen, quorum is not unattainable.

Unfortunately, the 9th paragraph of article 3 reads: "To become a non
contributing member, the applicant must apply for a non-contributing
membership. This membership will not expire." And the first paragraph of
article 12 reads: "These by-laws may be altered, amended, repealed or
added to by an affirmative vote of not less than two-thirds of the
members." This last part does not specify "contributing memberships",
which makes our vote quorum fairly unattainable, considering only 1/3 of
even contributing memberships voted in this past election.

I'd like opinions on whether we can interpret this paragraph to mean
contrbuting memberships, as would be suggested by article 5, paragraph 1:
"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." Or are we stuck with requiring a 2/3 majority of votes from people
who are not allowed to vote?

- -
David "cdlu" Graham - cdlu(at)railfan(dot)ca
Guelph, Ontario - http://www.cdlu.net/

On Wed, Aug 02, 2006 at 11:03:07AM -0400, David Graham wrote:
> I'd like opinions on whether we can interpret this paragraph to mean
> contrbuting memberships, as would be suggested by article 5, paragraph 1:
> "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." Or are we stuck with requiring a 2/3 majority of votes from people
> who are not allowed to vote?

Given that bylaws do have legal force for us, and amending them needs to
be done properly, it might be worth asking Greg (our lawyer).

- Jimmy Kaplowitz
jimmy(at)spi-inc(dot)org

Greg, could you address this for us, please? We'd like to move forward on
modernising our by-laws, but have an important legal question to determine
if it's even feasable to have new by-laws accepted.

> Unfortunately, the 9th paragraph of article 3 of our by-laws read: "To
> become a non contributing member, the applicant must apply for a
> non-contributing membership. This membership will not expire." And the
> first paragraph of article 12 reads: "These by-laws may be altered,
> amended, repealed or added to by an affirmative vote of not less than
> two-thirds of the members." This last part does not specify
> "contributing memberships", which makes our vote quorum fairly
> unattainable, considering only 1/3 of even contributing memberships
> voted in this past election.
>
> I'd like opinions on whether we can interpret this paragraph to mean
> contrbuting memberships, as would be suggested by article 5, paragraph
> 1: "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." Or are we stuck with requiring a 2/3 majority of votes from
> people who are not allowed to vote?

Thanks, we really appreciate any insight you can give us.

- -
David "cdlu" Graham - cdlu(at)railfan(dot)ca
Guelph, Ontario - http://www.cdlu.net/

David Graham writes ("Ping :)"):
> Who's interested in participating, and would you all prefer
> general concensus or a formal committee with public participation or some
> other structure to take on the work of this committee?

I'm interested. I don't think we need the overhead of a formal
committee, given that the bylaws will end up having to be approved by
the board anyway.

Ian.

"David Graham" <cdlu(at)railfan(dot)ca> wrote on 08/02/2006 11:35:48 AM:
> Greg, could you address this for us, please? We'd like to move forward
on
> modernising our by-laws, but have an important legal question to
determine
> if it's even feasable to have new by-laws accepted.

There's some ambiguity in the current bylaws, but it is not unreasonable
to interpret the language to mean that an amendment requires a vote of 2/3
of the members entitled to vote. There is some risk in this
interpretation, but since the alternative is to keep the by-laws as they
are, it may be worth taking.

Given the wide membership eligibility in SPI, and the difficulty in
obtaining quorum, it might be worth considering adding additional ongoing
membership requirements (I'm sure these and others have already been
considered) -- e.g. annual dues (common in membership organizations), or
some sort of "active" status in a member project.

Regards,
Greg

--------------------------------------------------------------------------------------------

Gregory Pomerantz
Cleary Gottlieb Steen & Hamilton LLP
1 Liberty Plaza
New York, NY 10006
212-225-2723 (tel)
212-225-3999 (fax)
917-751-7582 (cell)
gpomerantz(at)cgsh(dot)com
--------------------------------------------------------------------------------------------

This message is being sent from a law firm and may contain confidential or privileged information. If you are not the intended recipient, please advise the sender immediately by reply e-mail and delete this message and any attachments without retaining a copy.