[gentoo-nfp] [RFC] Bylaws change: Lower the member quorum to 1/10

[gentoo-nfp] [RFC] Bylaws change: Lower the member quorum to 1/10

[Ulrich Mueller]

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Currently bylaws section 3.9 "Member Quorum" says in its first
paragraph:

| Except as otherwise required by law, by the Certificate of
| Incorporation or by these Bylaws, one-third (1/3) of the members
| entitled to vote, represented in person, shall constitute a quorum
| at a meeting of members.

I went through all logs of AGMs that I could find, and *none* of them
had that quorum of 1/3 of members. This is confirmed by the logs
themselves, e.g. in the 2015 AGM:

> Sep 20 15:03:58 <NeddySeagoon> We have neveg had a quorum of
> memeors. Ever.  I propose we go ahead with a quorum of trustees,
> which we have now

Or in 2016:

> Aug 21 15:02:06 <NeddySeagoon> Thus we don't have a quorum of
> members.  We never do.  I propose we contine anyway.  If we delay
> a month, nothing is gained

This is not really surprising when members are located in different
timezones spread out around the globe. However, if every single
meeting ends up being inquorate then this is an impossible and
unacceptable state of affairs. The New Mexico Nonprofit Corporation
Act says the following in section 53-8-16 "Quorum":

| In the absence of any such provision, members holding one-tenth
| of the votes entitled to be cast on the matter to be voted upon
| represented in person or by proxy shall constitute a quorum.

a) I therefore propose to lower to the member quorum in section 3.9
to the default value provided by law, namely to 1/10. Also, members
who cannot participate (e.g. because they are located in an adverse
timezone) should be able to be represented by a proxy:

| Except as otherwise required by law, by the Certificate of
| Incorporation or by these Bylaws, one-tenth (1/10) of the members
| entitled to vote, represented in person or by proxy, shall
| constitute a quorum at a meeting of members.

b) If the above should not be accepted, I propose to only lower the
quorum (i.e., no proxies):

| Except as otherwise required by law, by the Certificate of
| Incorporation or by these Bylaws, one-tenth (1/10) of the members
| entitled to vote, represented in person, shall constitute a quorum
| at a meeting of members.

Ulrich

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[gentoo-nfp] Re: [RFC] Bylaws change: Lower the member quorum to 1/10

[Ulrich Mueller]

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>>>>> On Sat, 2 Jun 2018, Ulrich Mueller wrote:

> a) I therefore propose to lower to the member quorum in section 3.9
> to the default value provided by law, namely to 1/10. Also, members
> who cannot participate (e.g. because they are located in an adverse
> timezone) should be able to be represented by a proxy:

> | [...]

It was pointed out to me that introduction of proxies would most
likely require reinstatement of section 3.11:
https://sources.gentoo.org/cgi-bin/viewvc.cgi/gentoo/xml/htdocs/foundation/en/bylaws.xml?revision=1.1&view=markup#l271
This would be an intrusive modification of the bylaws, so I retract
my proposal a) above.

My motion therefore is only to lower the member quorum in section 3.9
to the default value provided by the law, namely 1/10:

| Except as otherwise required by law, by the Certificate of
| Incorporation or by these Bylaws, one-tenth (1/10) of the members
| entitled to vote, represented in person, shall constitute a quorum
| at a meeting of members.

Ulrich

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Re: [gentoo-nfp] Re: [RFC] Bylaws change: Lower the member quorum to 1/10

[Roy Bamford]

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On 2018.06.02 12:13, Ulrich Mueller wrote:
> >>>>> On Sat, 2 Jun 2018, Ulrich Mueller wrote:
> 
> > a) I therefore propose to lower to the member quorum in section 3.9
> > to the default value provided by law, namely to 1/10. Also, members
> > who cannot participate (e.g. because they are located in an adverse
> > timezone) should be able to be represented by a proxy:
> 
> > | [...]
> 
> It was pointed out to me that introduction of proxies would most
> likely require reinstatement of section 3.11:
> https://sources.gentoo.org/cgi-bin/viewvc.cgi/gentoo/xml/htdocs/foundation/en/bylaws.xml?revision=1.1&view=markup#l271
> This would be an intrusive modification of the bylaws, so I retract
> my proposal a) above.
> 
> My motion therefore is only to lower the member quorum in section 3.9
> to the default value provided by the law, namely 1/10:
> 
> | Except as otherwise required by law, by the Certificate of
> | Incorporation or by these Bylaws, one-tenth (1/10) of the members
> | entitled to vote, represented in person, shall constitute a quorum
> | at a meeting of members.
> 
> Ulrich
> 

Ulrich,

The New Mexico statutes predate the internet and assume that meetings
are groups assembled in the same room. There is a somewhat quaint 
requirement on directors (Trustees) not present in person to be able to
be "heard". For a meeting on IRC, taken literally, that means directors 
must use screen readers.
The new technology of the day was the speakerphone :)

There are lots of requirements like that, which are totally unsuited to 
a virtual organisation. I'll not go into any more since I'm sure the new 
found enthusiasm for proposing bylaw changes will dig them up all
over again. 

The proxy idea was dropped in 2008 as being unworkable. The board at 
that time were aware that votes were unlikely to be held by the traditional 
'show of hands' at the AGM, so votes of members have been held over 
a considerable period of time (usually 4 weeks) before the AGM.

That addresses the intent of proxy voting, which is to allow as many 
members to be represented as possible.  

A 'show of hands' on IRC doesn't work either. 

-- 
Regards,

Roy Bamford
(Neddyseagoon) a member of
elections
gentoo-ops
forum-mods

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Re: [gentoo-nfp] Re: [RFC] Bylaws change: Lower the member quorum to 1/10

[Ulrich Mueller]

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>>>>> On Sat, 02 Jun 2018, Roy Bamford wrote:

> On 2018.06.02 12:13, Ulrich Mueller wrote:
>> My motion therefore is only to lower the member quorum in section 3.9
>> to the default value provided by the law, namely 1/10:
>> 
>> | Except as otherwise required by law, by the Certificate of
>> | Incorporation or by these Bylaws, one-tenth (1/10) of the members
>> | entitled to vote, represented in person, shall constitute a quorum
>> | at a meeting of members.

> The New Mexico statutes predate the internet and assume that
> meetings are groups assembled in the same room. There is a somewhat
> quaint requirement on directors (Trustees) not present in person to
> be able to be "heard". For a meeting on IRC, taken literally, that
> means directors must use screen readers.

> The new technology of the day was the speakerphone :)

> There are lots of requirements like that, which are totally unsuited
> to a virtual organisation. I'll not go into any more since I'm sure
> the new found enthusiasm for proposing bylaw changes will dig them
> up all over again.

> The proxy idea was dropped in 2008 as being unworkable. The board at
> that time were aware that votes were unlikely to be held by the
> traditional 'show of hands' at the AGM, so votes of members have
> been held over a considerable period of time (usually 4 weeks)
> before the AGM.

> That addresses the intent of proxy voting, which is to allow as many 
> members to be represented as possible.  

> A 'show of hands' on IRC doesn't work either. 

I have already retracted the part about proxies.

My remaining point is purely about lowering the quorum from 1/3 to
1/10. The rationale is simply that *none* of the AGMs ever had a
quorum.

Ulrich

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Re: [gentoo-nfp] Re: [RFC] Bylaws change: Lower the member quorum to 1/10

[M. J. Everitt]

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On 02/06/18 15:40, Ulrich Mueller wrote:
>>>>>> On Sat, 02 Jun 2018, Roy Bamford wrote:
>> On 2018.06.02 12:13, Ulrich Mueller wrote:
>>> My motion therefore is only to lower the member quorum in section 3.9
>>> to the default value provided by the law, namely 1/10:
>>>
>>> | Except as otherwise required by law, by the Certificate of
>>> | Incorporation or by these Bylaws, one-tenth (1/10) of the members
>>> | entitled to vote, represented in person, shall constitute a quorum
>>> | at a meeting of members.
>> The New Mexico statutes predate the internet and assume that
>> meetings are groups assembled in the same room. There is a somewhat
>> quaint requirement on directors (Trustees) not present in person to
>> be able to be "heard". For a meeting on IRC, taken literally, that
>> means directors must use screen readers.
>> The new technology of the day was the speakerphone :)
>> There are lots of requirements like that, which are totally unsuited
>> to a virtual organisation. I'll not go into any more since I'm sure
>> the new found enthusiasm for proposing bylaw changes will dig them
>> up all over again.
>> The proxy idea was dropped in 2008 as being unworkable. The board at
>> that time were aware that votes were unlikely to be held by the
>> traditional 'show of hands' at the AGM, so votes of members have
>> been held over a considerable period of time (usually 4 weeks)
>> before the AGM.
>> That addresses the intent of proxy voting, which is to allow as many 
>> members to be represented as possible.  
>> A 'show of hands' on IRC doesn't work either. 
> I have already retracted the part about proxies.
>
> My remaining point is purely about lowering the quorum from 1/3 to
> 1/10. The rationale is simply that *none* of the AGMs ever had a
> quorum.
>
> Ulrich
This speaks to a deeper problem. Whilst I hear the concern/motivation,
if nobody genuinely has in interest in the goings-on, then you open up
the organisation to the "vocal minority" who then have the opportunity
to effectively 'BDFL' in whatever direction they choose. This suits
Gentoo nicely, as those who care enough, either leave when conditions
become uncomfortable, or reinforce the status-quo. It's not suited to a
more 'democratic' approach where the majority or at least a significant
proportion (whatever that may be) have a vested interest in what
direction is taken. Again, since Gentoo has no defined 'direction', this
works pretty well.

TL;DR - perfect for Gentoo, not for a human-centred 'democratic'
organisation...


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Re: [gentoo-nfp] Re: [RFC] Bylaws change: Lower the member quorum to 1/10

[M. J. Everitt]

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On 02/06/18 15:48, M. J. Everitt wrote:
> On 02/06/18 15:40, Ulrich Mueller wrote:
>>
>> I have already retracted the part about proxies.
>>
>> My remaining point is purely about lowering the quorum from 1/3 to
>> 1/10. The rationale is simply that *none* of the AGMs ever had a
>> quorum.
>>
>> Ulrich
> This speaks to a deeper problem. Whilst I hear the concern/motivation,
> if nobody genuinely has in interest in the goings-on, then you open up
> the organisation to the "vocal minority" who then have the opportunity
> to effectively 'BDFL' in whatever direction they choose. This suits
> Gentoo nicely, as those who care enough, either leave when conditions
> become uncomfortable, or reinforce the status-quo. It's not suited to a
> more 'democratic' approach where the majority or at least a significant
> proportion (whatever that may be) have a vested interest in what
> direction is taken. Again, since Gentoo has no defined 'direction', this
> works pretty well.
>
> TL;DR - perfect for Gentoo, not for a human-centred 'democratic'
> organisation...
>
TL;DR^2: solutions -

1) explain the benefits (not the costs!) of being involved at the
management levels, and promote same. Provide some incentives if possible
(need not be monetary or authority)
2) improve accessibility (not make it harder!) to make the time and
effort burden minimal ("many hands make light work" proverb)

</usual $2 from the peanut gallery...>


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Re: [gentoo-nfp] Re: [RFC] Bylaws change: Lower the member quorum to 1/10

[Roy Bamford]

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On 2018.06.02 15:40, Ulrich Mueller wrote:
> >>>>> On Sat, 02 Jun 2018, Roy Bamford wrote:
> 
> > On 2018.06.02 12:13, Ulrich Mueller wrote:
> >> My motion therefore is only to lower the member quorum in section
> 3.9
> >> to the default value provided by the law, namely 1/10:
> >> 
> >> | Except as otherwise required by law, by the Certificate of
> >> | Incorporation or by these Bylaws, one-tenth (1/10) of the members
> >> | entitled to vote, represented in person, shall constitute a
> quorum
> >> | at a meeting of members.
> 
> > The New Mexico statutes predate the internet and assume that
> > meetings are groups assembled in the same room. There is a somewhat
> > quaint requirement on directors (Trustees) not present in person to
> > be able to be "heard". For a meeting on IRC, taken literally, that
> > means directors must use screen readers.
> 
> > The new technology of the day was the speakerphone :)
> 
> > There are lots of requirements like that, which are totally unsuited
> > to a virtual organisation. I'll not go into any more since I'm sure
> > the new found enthusiasm for proposing bylaw changes will dig them
> > up all over again.
> 
> > The proxy idea was dropped in 2008 as being unworkable. The board at
> > that time were aware that votes were unlikely to be held by the
> > traditional 'show of hands' at the AGM, so votes of members have
> > been held over a considerable period of time (usually 4 weeks)
> > before the AGM.
> 
> > That addresses the intent of proxy voting, which is to allow as many
> 
> > members to be represented as possible.  
> 
> > A 'show of hands' on IRC doesn't work either. 
> 
> I have already retracted the part about proxies.
> 
> My remaining point is purely about lowering the quorum from 1/3 to
> 1/10. The rationale is simply that *none* of the AGMs ever had a
> quorum.
> 
> Ulrich
> 

Ulrich,

Would this proposed change actually fix that?
I've not checked meeting logs. Members should be voiced.

-- 
Regards,

Roy Bamford
(Neddyseagoon) a member of
elections
gentoo-ops
forum-mods

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Re: [gentoo-nfp] Re: [RFC] Bylaws change: Lower the member quorum to 1/10

[Ulrich Mueller]

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>>>>> On Sat, 02 Jun 2018, Roy Bamford wrote:

> On 2018.06.02 15:40, Ulrich Mueller wrote:
>> My remaining point is purely about lowering the quorum from 1/3 to
>> 1/10. The rationale is simply that *none* of the AGMs ever had a
>> quorum.

> Would this proposed change actually fix that?
> I've not checked meeting logs. Members should be voiced.

I went back as far as 2010. The only meeting where a precise quorum
of members was actually determined was in 2016, where 19 out of 95
entitled to vote were present. So yes, at least for that meeting it
would have fixed it.

Ulrich

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Re: [gentoo-nfp] [RFC] Bylaws change: Lower the member quorum to 1/10

[Andreas K. Huettel]

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Am Samstag, 2. Juni 2018, 12:32:37 CEST schrieb Ulrich Mueller:
> b) If the above should not be accepted, I propose to only lower the
> 
> quorum (i.e., no proxies):
> | Except as otherwise required by law, by the Certificate of
> | Incorporation or by these Bylaws, one-tenth (1/10) of the members
> | entitled to vote, represented in person, shall constitute a quorum
> | at a meeting of members.
> 
> Ulrich

+1

-- 
Andreas K. Hüttel
dilfridge@gentoo.org
Gentoo Linux developer 
(council, toolchain, perl, libreoffice, comrel)

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Re: [gentoo-nfp] [RFC] Bylaws change: Lower the member quorum to 1/10

[Jorge Manuel B. S. Vicetto]

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On Sat, Jun 2, 2018 at 10:32 AM, Ulrich Mueller <ulm@gentoo.org> wrote:

> Currently bylaws section 3.9 "Member Quorum" says in its first
> paragraph:
>
> | Except as otherwise required by law, by the Certificate of
> | Incorporation or by these Bylaws, one-third (1/3) of the members
> | entitled to vote, represented in person, shall constitute a quorum
> | at a meeting of members.
>

<snip>


> a) I therefore propose to lower to the member quorum in section 3.9
> to the default value provided by law, namely to 1/10. Also, members
> who cannot participate (e.g. because they are located in an adverse
> timezone) should be able to be represented by a proxy:
>
> b) If the above should not be accepted, I propose to only lower the
> quorum (i.e., no proxies):
>
>
<snip>


>
> Ulrich
>

I don't recall if on previous bylaws discussions I've argued this point or
not, or if it's even acceptable under US Law, but on Portugal, the rules
for Associations Assemblies, to allow for decisions even when most members
don't show up, allow to use the following on meeting announcements:

A meeting announcement needs to be sent at least 8 days in advance by
registered mail. The announcement sets the date and hour for the meeting
and requires 50% of attendance. If there isn't a quorum, the announcement
states that 30 minutes later the meeting will be held with as many members
as are present.

So, if possible by US Law, I'd argue we change the bylaws to state that the
quorum shall be 1/3 or 1/10, but that if for any meeting there isn't a
quorum, the meeting will be held 30 minutes later with as many members as
are present.

Regards,
Jorge

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Re: [gentoo-nfp] [RFC] Bylaws change: Lower the member quorum to 1/10

[Matthew Thode]

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On 18-06-03 14:07:30, Jorge Manuel B. S. Vicetto wrote:
> On Sat, Jun 2, 2018 at 10:32 AM, Ulrich Mueller <ulm@gentoo.org> wrote:
> 
> > Currently bylaws section 3.9 "Member Quorum" says in its first
> > paragraph:
> >
> > | Except as otherwise required by law, by the Certificate of
> > | Incorporation or by these Bylaws, one-third (1/3) of the members
> > | entitled to vote, represented in person, shall constitute a quorum
> > | at a meeting of members.
> >
> 
> <snip>
> 
> 
> > a) I therefore propose to lower to the member quorum in section 3.9
> > to the default value provided by law, namely to 1/10. Also, members
> > who cannot participate (e.g. because they are located in an adverse
> > timezone) should be able to be represented by a proxy:
> >
> > b) If the above should not be accepted, I propose to only lower the
> > quorum (i.e., no proxies):
> >
> >
> <snip>
> 
> 
> >
> > Ulrich
> >
> 
> I don't recall if on previous bylaws discussions I've argued this point or
> not, or if it's even acceptable under US Law, but on Portugal, the rules
> for Associations Assemblies, to allow for decisions even when most members
> don't show up, allow to use the following on meeting announcements:
> 
> A meeting announcement needs to be sent at least 8 days in advance by
> registered mail. The announcement sets the date and hour for the meeting
> and requires 50% of attendance. If there isn't a quorum, the announcement
> states that 30 minutes later the meeting will be held with as many members
> as are present.
> 
> So, if possible by US Law, I'd argue we change the bylaws to state that the
> quorum shall be 1/3 or 1/10, but that if for any meeting there isn't a
> quorum, the meeting will be held 30 minutes later with as many members as
> are present.
> 

We don't have that 30 minute rule and still need quorum for voting as
far as I know.

-- 
Matthew Thode (prometheanfire)

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Re: [gentoo-nfp] Re: [RFC] Bylaws change: Lower the member quorum to 1/10

[Roy Bamford]

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On 2018.06.02 18:11, Ulrich Mueller wrote:
> >>>>> On Sat, 02 Jun 2018, Roy Bamford wrote:
> 
> > On 2018.06.02 15:40, Ulrich Mueller wrote:
> >> My remaining point is purely about lowering the quorum from 1/3 to
> >> 1/10. The rationale is simply that *none* of the AGMs ever had a
> >> quorum.
> 
> > Would this proposed change actually fix that?
> > I've not checked meeting logs. Members should be voiced.
> 
> I went back as far as 2010. The only meeting where a precise quorum
> of members was actually determined was in 2016, where 19 out of 95
> entitled to vote were present. So yes, at least for that meeting it
> would have fixed it.
> 
> Ulrich
> 

Ulrich,

How do you know they were present?
Idling in an IRC channel is not the same as being in a room where a 
meeting is being conducted. e.g. I'm in #gentoo-trustees 24/7 but I'm not 
present 24/7.

I would object strongly to a nick count being used to determine a quorum.
Members would need to respond to a ping in the channel.

Not having a quorum prevents a vote of members taking place. However,
there has never been a need for a vote of members at any meeting of
members.

Due to the difficulties of counting both votes and members present, I
don't think an IRC 'show of hands' can ever be relied on.

I'm not against the proposed change, I just think its changing from 
one value that is not useful, to a different value that is also not
useful.  

-- 
Regards,

Roy Bamford
(Neddyseagoon) a member of
elections
gentoo-ops
forum-mods

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Re: [gentoo-nfp] Re: [RFC] Bylaws change: Lower the member quorum to 1/10

[Michał Górny]

W dniu nie, 03.06.2018 o godzinie 23∶56 +0100, użytkownik Roy Bamford
napisał:
> On 2018.06.02 18:11, Ulrich Mueller wrote:
> > > > > > > On Sat, 02 Jun 2018, Roy Bamford wrote:
> > > On 2018.06.02 15:40, Ulrich Mueller wrote:
> > > > My remaining point is purely about lowering the quorum from 1/3 to
> > > > 1/10. The rationale is simply that *none* of the AGMs ever had a
> > > > quorum.
> > > Would this proposed change actually fix that?
> > > I've not checked meeting logs. Members should be voiced.
> > 
> > I went back as far as 2010. The only meeting where a precise quorum
> > of members was actually determined was in 2016, where 19 out of 95
> > entitled to vote were present. So yes, at least for that meeting it
> > would have fixed it.
> > 
> > Ulrich
> > 
> 
> Ulrich,
> 
> How do you know they were present?
> Idling in an IRC channel is not the same as being in a room where a 
> meeting is being conducted. e.g. I'm in #gentoo-trustees 24/7 but I'm not 
> present 24/7.
> 
> I would object strongly to a nick count being used to determine a quorum.
> Members would need to respond to a ping in the channel.
> 
> Not having a quorum prevents a vote of members taking place. However,
> there has never been a need for a vote of members at any meeting of
> members.
> 
> Due to the difficulties of counting both votes and members present, I
> don't think an IRC 'show of hands' can ever be relied on.
> 
> I'm not against the proposed change, I just think its changing from 
> one value that is not useful, to a different value that is also not
> useful.  
> 

This is chicken-and-egg problem.  How do you know there was never a need
of vote?  Maybe members simply never brought it up because it was so
obvious that there was never a quorum, and therefore any vote would make
no sense.

-- 
Best regards,
Michał Górny

Re: [gentoo-nfp] Re: [RFC] Bylaws change: Lower the member quorum to 1/10

[Ulrich Mueller]

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>>>>> On Sun, 03 Jun 2018, Roy Bamford wrote:

> Not having a quorum prevents a vote of members taking place.
> However, there has never been a need for a vote of members at any
> meeting of members.

Why do we have meetings of members then?

> Due to the difficulties of counting both votes and members present,
> I don't think an IRC 'show of hands' can ever be relied on.

> I'm not against the proposed change, I just think its changing from 
> one value that is not useful, to a different value that is also not
> useful.  

With the current number of about 90 to 100 members. the one-tenth
quorum would be 10 members being present during a meeting. This should
be quite possible to achieve. Plus, I don't see why a roll call would
be difficult.

Ulrich

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Re: [gentoo-nfp] Re: [RFC] Bylaws change: Lower the member quorum to 1/10

[Rich Freeman]

On Mon, Jun 4, 2018 at 8:49 AM Ulrich Mueller <ulm@gentoo.org> wrote:
>
> >>>>> On Sun, 03 Jun 2018, Roy Bamford wrote:
>
> > Not having a quorum prevents a vote of members taking place.
> > However, there has never been a need for a vote of members at any
> > meeting of members.
>
> Why do we have meetings of members then?
>

They're generally required by law, because laws typically recognize
that the directors of an organization serve the shareholders, and not
the other way around...

-- 
Rich