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From: Bob LeChevalier <lojbab@lojban.org>
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Date: Sun, 11 Oct 2015 14:05:07 -0400
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Subject: Re: [llg-board] Bylaw amendment proposals
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On 10/9/2015 8:20 PM, Riley Martinez-Lynch wrote:

> I=92m afraid I didn=92t make my intention clear in sharing the drafts of
those proposed amendments. I=92m not looking for formal process within the
Board for those proposals. Rather I=92m sharing them to solicit feedback
before they are published along with the announcement of the meeting.

> I probably confused things by sending them along with an actionable
request, which is for you to approve that the meeting will be convened
on Saturday, October 24. My understanding, and please correct me if I=92m
mistaken, is that the bylaws uniquely authorize you (or in the case you
are absent or unable, the vice president) to call the annual meeting.
When you authorize a date, I=92m ready to serve the notice.

I have never understood it that way, and meetings have generally been =

called after a Board vote.  But in case you are correct, then I =

authorize whatever date works for you ASAP when you make the announcement.

Hmm. Here is the Bylaw statement
"Section 4. Annual Meeting. The annual meeting of the members shall =

nominally be held at such place and time as the Directors shall designate. "

There is a similar statement for special meetings.

I think you were relying on the Presidential power:
"He shall cause to be called regular and special meetings of the members =

and Directors in accordance with these By-Laws." which in the context of =

the above Bylaw means that the Board decides and I am obliged to execute =

their decision (and the Secretary is obliged to give Proper notice).

In the beginning, no motion by the Board was required, because the Bylaw =

stated that the annual meeting would take place on the first weekend =

after the solstice (unless changed by the Board).  And that is therefore =

when we held LogFest at my house.  But it came to be that the Board was =

changing the date every year because either "Father's Day" (US informal =

holiday) and/or John Cowan's birthday celebration took place on that =

particular June weekend (with the 4th of July, also a USA holiday, =

coming right afterwards and making it impossible to even come close to =

the Bylaw-specified date.)


> Regarding the overall procedure of the board, I apologize, on my own
part, for not understanding however it has traditionally been operated.

No apologies necessary.  I am hardly expert myself, and have always =

relied on Cowan or Robin for parliamentary procedures questions.

I want you to know that I have attempted to familiarize myself with the
code of parliamentary procedure, which suggests that governing boards
(its preferred term for boards of directors) operate, like committees,
which is to say under informal procedure.

I could live with that except that I have no idea how to run a meeting =

"informally".  We had evolved to running them just like the annual =

meeting, with a bit shorter delays (usually 24 hrs instead of 72), =

usually dispensing with seconds, except on the most formal of procedures =

(like the Baseline statement back in 2002 or whenever it was).

Way back in the first days, we were in fact far more informal, because I =

typically had a majority of the Board in my living room or at worst by =

adding John Coiwan via telephone, and informal decisions were OFTEN made =

with me simply verifying that I had a majority supporting me, without =

even holding a meeting.  But even then, if what was being established =

was a lasting policy or nonunanimous, I would get the locals in my =

living room and then call each non-local Board member in turn to go down =

an agenda and vote or ask for changes on each item.

Along about 2000 or so, when this practice was explicitly clarified to =

the membership, I was thoroughly excoriated by said membership.  The =

community did NOT want the organization run by lojbab, but by =

representatives of the community.  Thereafter, EVERYTHING was formally =

motioned and voted upon, and lojbab makes almost no decisions without =

formally running them by Board or membership

>It elaborates to say that in
the absence of rules to the contrary, a committee or a board is free to
determine its own procedures and degree of formality. It also suggest
that general consent (without objection) is how most decisions are made,
but that the formalities like voting and amendable motions may be
necessary in the absence of consensus.

In light of what I just said, I think that this practice needs to be =

explained to the membership and voted upon by them in order to change. =

We may be able to ignore their previously expressed wishes, but I would =

rather not do so.  It doesn't need a bylaw amendment, but I think the =

members should know how we make decisions, especially since right now at =

issue is that we wish more active Board members.

> Which I think is a roundabout way of saying: I think you are already auth=
orized to rule by consent. And you have mine to continue doing so!
>
> Regarding minutes: I published minutes for the annual meeting. As for boa=
rd minutes, hitherto I=92ve taken refuge in the doctrine that the mailing l=
ist serves as minutes.

As did Robin.  But I think the members have asked at some point recently =

whether formally or informally, that they be told what the Board has =

decided, and that requires something akin to minutes.  We explained that =

the meetings had to remain closed because of the possibility of =

discussing something sensitive, and that means that the meeting log =

cannot serve as minutes unless it is edited at some point to remove =

anything sensitive.

  Since the minutes of the board are only intended for the eyes of =

directors,

I believe that the bylaws say that the Board minutes along with member =

meeting minutes are to be in the "minutes book" which in theory is =

available for inspection at the corporate office.

"
The Secretary/Treasurer shall keep the Minutes of the meetings of the =

Board of Directors and of the members in appropriate books.
...
He shall exhibit at all reasonable times his books and accounts to any =

Director or member of the Corporation upon application at the office of =

the Corporation.
"

It isn't clear how to fulfill this in the era of online meetings and =

minutes.  But no one has ever asked for access to the "minutes book" =

(But Nora did keep one, which is probably still around here somewhere).

So while the complete log of messages in a Board meeting are for Board =

members only (which presents an issue when we are allowed to keep Robin =

on the Board list), there are supposed to be some sort of sanitized =

"minutes" which are suitable for any member.

There are also rules requiring signed statements of consent in the =

minutes book, which I have no idea how to implement, if anyone ever =

asked for one.

> That said, the organization would be well-served by a more
> transparent board, so I would be open to taking up the preparation of
> formal minutes of the board=92s proceedings on a quarterly basis. I
> would circulate a draft here before publishing.

That should be acceptable.

> This was all much wordier than I hoped. The most important part:
>
> * I seek the president=92s consent to announce the member=92s meeting to =
be convened October 24, allowing for the consideration of bylaw amendments =
even if attendance is less than 100%.

I think the response to your posting can be considered as sufficient =

consent to this by the Directors, so we are covered however the Bylaws =

are interpreted.

Presidential consent/authorization is therefore granted for whatever day =

is legally soonest after you actually manage to get the official notice out.

lojbab


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