Please post any proposed By-Laws here. Respond to this thread for By-Laws ONLY.
bump
I have two amendments to propose on behalf of the leadership. They are branches in our GitHub repository, and you can see the difference between the two versions, in the source LaTeX file that generates the finalized PDF version.
The current version of our bylaws is here: https://github.com/Hive13/bylaws-and-addenda/blob/master/bylaws.pdf
The first proposed amendment corrects all of those annoying spelling and grammar errors in the bylaws (at least I hope I got them all).
The revised version is here: https://github.com/Hive13/bylaws-and-addenda/blob/2018-spelling-fixes/bylaws.pdf
The changes are here: https://github.com/Hive13/bylaws-and-addenda/commit/1f8b3e58553579350f56ef9a3060b8053b32ad69
I know this isn’t the easiest format to read, but it does show the changes. Green lines are being added to the file, and red lines are being removed. If a line is changed, it’s rendered as removing the old line and putting in a new line with the changes. GitHub does a decent job of highlighting what changed in each line, but it does miss a couple on occasion. The \textbf{blah} part just makes the text inside bold.
The second proposed amendment updates our suspension and expulsion procedures as the Hive grows into a larger organization. We’ve looked at several other, larger hackerspaces, and this is in line with how they operate.
The revised version may be found here: https://github.com/Hive13/bylaws-and-addenda/blob/2018-suspension-expulsion/bylaws.pdf
The changes may be viewed here: https://github.com/Hive13/bylaws-and-addenda/commit/f533ceeeaeb691c864fdb0977f77ce527f928515
The entirety of the changes are in Sections 2.4 and 2.5 if you’d like to compare them.
Greg, please let me know if I am reading this right?
Membership may be terminated for any legal reason by resolution passed by a \textbf{two-thirds (2/3) majority} vote of a quorum of the \textbf{Board of Directors}.
I am correct with the thought that: Quorum of the Board of Directors is over 50% of the Board of directors? If I am mistaken, disregard. But if this is accurate, that means a Quorum is any meeting with 3 Directors. This means any member can be removed by careful planning of 2 board members. I see a potential for issues & abuse here. Especially as it can be used to bypass the following change:
Membership may also be terminated for any legal reason by resolution passed by more than \textbf{three quarters (3/4th)} of the necessary quorum at a \textbf{Special Meeting}.
It feels that membership termination should not be able to happen that “easily” since the Suspension process would appear to cover an immediate need for a member to be removed.
Didn’t we already have this argument?
https://groups.google.com/d/msg/cincihackerspace/BszjLNOugnw/r-Mt4yKBBgAJ
Or is it just that time of year for the semi-annual piss everyone off thread?
My bad, ‘Biennial piss everyone off thread’
Also, did anything come of the vote to hire a lawyer to review our bylaws? https://groups.google.com/d/msg/cincihackerspace/_tbKHv5u1xg/W4TOG3pzBwAJ
I hate to say this, but I agree w/ Daniel on this one. While I understand the bar for removing a member might be overly high right now, I think reducing the bar to two people seems a bit low.
Further, I agree that it is strange that ‘suspension’ requires a higher vote total than just terminating membership. Further further, did we decide that the current suspension period of 90 days was insufficient? Why are we increasing the time to 180 days?
- \item Any suspended member may restore their membership \textbf{90 days} after suspension upon payment of dues owed and payable through one month beyond the end of the suspension period.
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\item Membership may be suspended for any amount of time up to \textbf{one hundred eighty (180) days} for any lawful reason by the approval of a majority of the \textbf{Board of Directors}.
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\item Membership may be suspended for any amount of time up to \textbf{seventy-two (72) hours} for any lawful reason with the approval of at least two Officers and/or Directors. During this period, the suspending Officers and/or Directors may require the suspended Member to vacate any Corporation premises.
Finally, no reason was given for why these rules are changing, which seems particularly suspicious. As they currently stand, I would vote No on this proposal, and encourage other people to also vote No.
Hate to say you agree with me, i dont know if i should feel honored or insulted 
(making a joke of the situation.) And thank you for the reminder of the lawyer vote, i nearly forgot about that.
Clarification after reading my last email, I said: " I am correct with the thought…" I meant “Am I correct with the thought…”
I’ll try to add some context and explanation for everyone in the membership. We’ve talked at length about the difficulty of creating a fair and balanced policy. In fact, the weight of the discussion surrounding suspension and termination, has become so difficult that it pretty much stalled bylaws revision in previous years just within board meetings alone (even before any contention on the mailing list).
First, though, Paul’s points are important, especially this one:
“…is it just that time of year for the [biennial] piss everyone off thread?”
That all depends upon how we respond and discuss this thread. This is a difficult issue, and has indeed incited strong emotions, argument, and even “burn-out” in past years, both within general membership and officers / board. I urge people to ask questions, present ideas, suggest revision, and discuss this without alarm. This is our opportunity to discuss and refine a proposal before vote. In this case there is, frankly, no win-win. Everyone has the opportunity to cast a decisive vote this month, which will settle the matter. Let’s try to refrain from making decisions or casting votes in this thread. Instead, let’s discuss constructively (me included).
“Finally, no reason was given for why these rules are changing”
Hive has grown a lot in 9 years. It’s all about protecting Hive13. We now have more members (almost 100), more money, more responsibilities, and more liabilities. We simply don’t want to see Hive13 to be threatened by an irresponsible individual in the future. With 60-100 members, it is not possible for everyone to know everyone else. It is not possible to entirely prevent someone with harmful intentions from joining the membership. In fact, we just can’t anticipate much; we can simply try to safeguard our membership through reasonable vetting, keep an eye on the place, look out for each other, etc. But, if something really unsavory goes down, we only have the option of reacting.
We need the ability to react quickly and decisively, but fairly. With a large membership, we can no longer use the current method in the bylaws: requiring a vote of the entire membership with a 2/3 majority. Furthermore, we all just want to enjoy the benefits of membership without an obligatory onus of requiring every member to be involved administratively and politically.
Now to the specific issues:
I believe that this should be interpreted as a 2/3 majority of the board of directors. Quorum does not correspond to 50%. Rather, I believe that term was added to indicate that the maximum possible number of board members MUST vote. This stipulation means that, if a board member where not able to vote, disappeared, dead, etc that the decision could not be made. So, the intention is 2/3 of the entire board of directors, unless a member of the board is deemed completely unable, ineligible, or unwilling to vote, in which case, the 2/3 majority shall be decided by the remaining board members.
Further, I agree that it is strange that ‘suspension’ requires a higher vote total than just terminating membership. Further further, did we decide that the current suspension period of 90 days was insufficient? Why are we increasing the time to 180 days?
- \item Any suspended member may restore their membership \textbf{90 days} after suspension upon payment of dues owed and payable through one month beyond the end of the suspension period.
\item Membership may be suspended for any amount of time up to \textbf{one hundred eighty (180) days} for any lawful reason by the approval of a majority of the \textbf{Board of Directors}.
\item Membership may be suspended for any amount of time up to \textbf{seventy-two (72) hours} for any lawful reason with the approval of at least two Officers and/or Directors. During this period, the suspending Officers and/or Directors may require the suspended Member to vacate any Corporation premises.
Given my interpretation above, this would not be the case. A majority of the board would ideally be 3-5 out of 5. If not all board members can cast a vote, then it would be a majority of those who can, as above. Practically speaking, in both cases, 3 votes could decide, not 2. If the board were reduced to 4 members, 3 would need to vote yes.
Finally, we did discuss the idea of a unanimous vote, or of a vote by not-less-than-five board members. In both cases, it is too likely that one board member could dominate, stall, or cause a deadlock, resulting in no action. It’s far more dangerous for one single board member to be able to control the vote (by deadlock) than to have 3 or 4 do so. Does this make sense?
Finally, this is my interpretation based on reading this, as well as attending board meetings. Forgive me if I’m not conveying something correctly. Other board members, officers, am I correct, or at least making some sense here?
Responses inline:
A viable solution that is based on the above suggestions may be:
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Instead of just the board, have the terminating/suspending voting class be made up of all board members, leadership and wardens (can someone more familiar get a tally of how many that would be? I feel like 10-12 people would be enough). This would make sure the decision makers are all highly invested in the well being of the hive, not just their own membership.
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Define the quorum for that voting class as being a percentage of the class members (60% or 75%? so that at least 6-8 people are required to agree to ban someone) rounded up to the next highest whole person.
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Set the bar for suspending and banning at something less than 100% of that quorum’s vote so that an individual cannot prevent motion, but have it higher than simply 50% to ensure the decision will not divide the community.
This would add a bit more democracy to the process without making it impossible to ever use the power to protect the hive.
It may also be a good idea to define an appeals process by which a suspended or banned member can make their case to a larger set of the members (50% member quorum)
Lorin, I am not sure why you sent this to me privately, but I am going to disagree with your response either way… If we cannot agree on what the meaning of our bylaws says then it can easily become a legal thing and lawyer-ready. While this is not the exact subject at hand this does bring into the aspect that we are not lawyer or professionals in legal documents, but we are trying to make changes to a legal document. If we can read it in at least 2 different ways, how many ways will the court read it? The last time we had to remove a member, the board was sweating, hoping against a lawsuit or get a discrimination investigation, if we are gonna make changes we need to a make sure we are covered for this. This… well… it doesnt do it…
I am with Paul to encourage other people to also vote No as it currently stands.
Kevin: I like your idea my only concern is that the wardens are hand picked by the COO and not voted on by the membership.
I think the easiest solution here is to remove the board ability to fully terminate someone’s membership with the exception of due to verify non-paid dues and enact the removal as listed in the bylaws (new or old) and leave it at suspension.
Hey Lorin, I am not sure if this is meant, but you keep replying to me personally and not the mailing list.
It is a mistake in an organization this large for a leadership team to be unable to remove a member without full member quorum vote… that essentially would make it impossible to remove someone causing harm to the community.
Perhaps wardens should be nominated by COO/Board but confirmed by member vote?
I am all for a suspension by the board, maybe not 180 days, but if someone is causing harm, a 72 hour suspension will stop any immediate aggressive actions and let people cool their heads., and 90 day suspension to 180 day suspension will likely stop most of the other issues, any more steps needed and I think the membership should get a direct say.
I’d argue any process that has to go to the full membership for vote is more likely to do harm to the community than anything to protect it. Anytime something like that became a full membership issue, it would be decisive and create unease/discomfort in the community that contributes to a toxic environment. The elected leadership should have the power to take care of such issues quickly and quietly without bringing additional harm to the community be forcing a popularity contest between factions. If the leadership is not trusted to have that power, then there needs to be new leadership voted in or changes to ensure the leadership is able to maintain the community trust.
I’d like to propose that the bylaws be changed to require that Directors not be Elected Officers and vice versa. There are enough members that there are surely enough able and willing bodies to fill the roles, and this ensures the leadership as a whole is more diverse and able to represent the membership better in their decisions and actions through the year.
Kevin I love that idea! It would be a change to 6.1.
As it stands currently:
The officers of the Corporation shall consist of a President, a Secretary, a Treasurer, a Chief Technical Officer, a Chief Operations Officer, and such other officers as the board may from time to time deem advisable. Any officer may be, but is not encouraged to be, a director of the Corporation.
The change would be the following:
The Officers of the Corporation shall consist of a President, a Secretary, a Treasurer, a Chief Technical Officer, a Chief Operations Officer, and such other Officers as the Board may from time to time deem advisable. Any Officer may not be a Director of the Corporation.
Kevin do you agree to the wording as the proposal?
I’d also add in 5.1:
- No Director may serve as an elected official (as defined in section 6) during their period of service as a Director.
and I’d want some way for someone to vacate a Director position (say if they wanted to run for an officer position the next year), currently they are stuck until another person is elected to replace them per 5.1.3.
It also appears there is ambiguity as to what triggers the election of a new Director. 5.1.3 states they serve until a replacement is elected and qualifies, but there is no definition given for when a Director position election would occur… Is it every year every Director position is re-voted? Is it Directors are only chosen when one resigns? Is it only voted on when someone new is nominated for a Director position? Section 5 does not make it clear that sections 6.8 through 6.11 apply to Directors, even though they mention directors at times. Section 6.12 explicitly does NOT list directors.
3.2 as well as 6.10 state that the Annual meeting covers the annual Board of Director elections.