Bylaw Revisions/Additions Vote: Open Forum September 27, 2016 8:30pm - Special Meeting October 11, 2016 7:30pm

General
1

Hello everyone,

The is an announcement that Leadership is calling a Special Meeting to vote on proposed bylaw revisions/additions that have been in the works for a few months. Leadership has been working very hard to solidify ideas for bylaw revisions/additions that we have been throwing around at the Hive for several years.

There will be an open forum on September 27, 2016 at 8:30pm after the Tuesday meeting. Members are encouraged to attend and add their suggestions, additions, and improvements. This is the time for discussion. Once the bylaw revisions/additions are officially proposed on the list, they will be voted on as stated. Any changes to what is stated will require a separate vote at a different Special Meeting, which is perfectly fine (Special Meetings with quorum are just kind of difficult to reach)!

The Special Meeting for the vote will be on Tuesday October 11, 2016 at 7:30pm. This will allow us to synthesize and take into consideration any input proposed at the open forum, and still have time to officially post the details of the bylaw revisions/additions on the list for review at least 10 days (per the bylaws) before the Special Meeting.

Each related group of revisions or additions to a section will be their own independent vote.

I will follow up soon with the proposed revisions/additions in their “semi-working” form, so anyone attending the open forum can review them beforehand, and anyone who cannot attend can give their suggestions on list. Please post on or before September 28, as we will officially propose the additions/revisions no later than October 1st.

Let’s make some improvements!! :slight_smile:

Elly

President | Hive13

2

Small miscommunication among leadership! Sorry this is being sent to you all so late. Hopefully those who wish to attend the Open Forum tonight can at least skim this.

Again, this is a “semi-working” document; it is not in it’s 100% final form.

Thanks everyone!

https://docs.google.com/document/d/1tdURqr9GYveg76-_0xs8rib86Hkcyu6Fy3JriLFk26k/edit?usp=sharing

3

Looks good to me.

Thanks,

Brad

4

Looks mostly good! If any of this was covered during in-person discussion, please forgive. I’m in Louisiana and was unable to attend. I’ve added these as comments on the google doc, too. Some of the comments there are slightly more terse than here.

Comment/question: Does the code of condutct exist yet? I didn’t see it on github. If not, how is it being created? I kind of feel that it is important to know what the code of conduct entails before voting on agreeing to follow it. Also, should we consider leaving the code of conduct in a more malleable form than a bylaws addendum which is subject to quorum, etc.? Might be nice to be able to amend it via a simple Vote of Membership. Thoughts?

Comment/question: has the language for disputes been looked over by a real attorney? If not, I think it is worth spending a small amount of money to get a professional critique. My cousin is a business attorney and I could probably get her to look if I asked nicely. If she did not have time, I have had great experiences with a local law firm which drafted all the liability releases I used for my business but this would not be free.

Comment/Question: There have been cases where (rightly or not) Leadership of the Corporation have been accused of showing favoritism or being unfair. Why “Probationary Members may be expelled by a vote of at least one third of the Leadership” ? This strikes me as a little prejudicial. I feel like new members should be given the benefit of the doubt, especially considering how few people would need to get together to gang up on someone with a third being the threshold. Why not majority with a tie being affirmative?

Comment: Vote 9 re: access to the mailing list. Since the beginning of the hive, the primary mailing list “cincihackerspace@googlegroups.com” has been an open, public list. I strongly feel that transparency is a goal the Hive should strive for. Having a public mailing list serves the goal of transparency. Why does Vote 9 exist? Access to the mailing list is available to the general public. Why does it need to be part of the membership addendum? Can someone in favor of this explain what the goal is because I don’t get it.

Comment: Suspension procedure. I think the heading on section 2 needs to be more descriptive. I think this really should read: “Then the Leadership of the Corporation meets in order to vote on what to do.” 1. You’ve defined “Leadership of the Corporation” - USE IT. 2. While it is IMPLIED that Leadership would need to meet in order to vote, being explicit about it here is more clear

Comment: Suspension procedure. I really do not like “2e. The meeting may be closed. Leadership may request the presence of anyone connected to the issue.” Closed meetings are anti-transparency. I’m going to guess that the idea here would be to allow Leadership to discuss and make decisions without being hampered or distracted by members not a part of the leadership attending a suspension meeting. I really don’t like the idea of outright closed meetings - I think this is counter how the space should operate. Alternatively, I would wholeheartedly support instead “Leadership may ask anyone present at a suspension meeting to leave in the event that they were being disruptive or interfering with proceedings.” I think this gives Leadership the explicit right to remove people getting in the way of accomplishing goals while allowing interested parties to be involved as long as they do so in a constructive, respectful manner.

thanks,

-D

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In addition to the comments by Dave B. I have comments on several sections:

-------- Suspension Proposal - Section 2.ii -------------
2.ii A suspended member is still responsible for paying any Membership dues as owed.

This seems overly burdensome. If a member can be suspended for 90 days after a closed meeting by the leadership, they could be forced to pay up to $150 just to stay a member, without access to the physical space, while the bureaucratic wheels turn.

I feel that if a member is suspended from the physical space then they should also be relieved of the need to pay for the space.

This essentially creates a situation where if a member is suspended there is a high likelihood they will stop paying their membership (since they can’t access the space, and $150 is a fair chunk of change) and be kicked out due to a lack of paying dues.

This gives the leadership carte blanche to kick out members without officially kicking them out, especially if the member is not well off.

A much more reasonable approach here would be that if their membership is suspended they do not need to pay during the period of time they are suspended.

-------- Suspension Proposal - Section 3.c -------------

  1. c. If one quarter or more of the voting members vote “Remove”, the suspended member’s membership is immediately terminated. No further appeals will be heard.
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Another comment, in the current language I can’t seem to find a hard definition of what we mean be a ‘Suspended Member’, we might want to consider spelling it out explicitly in the membership addendum.

From what I have read we are implying that a suspended member loses all membership rights while they are suspended, further the Suspension Proposal protocol as currently outlined gives no opportunity for the suspended member to present a defense. They are considered suspended as soon as two members of the leadership call for the suspension, and remain suspended up until they are actually removed.

If a member loses all rights, and we add the section that defines participation in the mailing list a right of regular membership, the defined suspension protocol does not give the suspended member an opportunity to speak on their own behalf.

I would propose a section outlining that the suspended member has a right to be at the special meeting for a period of time long enough for them to present their side of the story, then possibly requiring they leave before the official vote is performed.

7

I’ll post another reply in response to points raised here (although a cursory glance suggests that all points raised here as of this reply are also comments in the document), but I want to elaborate on a comment I made in the document a little.

I think that we have to assume that Leadership has the best interests of the Hive at heart and structure the Bylaws keeping that in mind. If at any point, we have Leadership that doesn’t do so, Bad Things will happen. I don’t think it’s possible to create Bylaws that prevent bad Leadership from botching the Hive, and any attempts would create a behemoth of a Bylaws document that no one will read or faithfully follow. Leadership are elected to serve the Hive and be involved in the day-to-day operation, and as such are in the best position to know what is right for the Hive. If the Membership feels that they are not doing so, they should remove them.

8

OK, addressing specific points here:

I clarified the language on Suspension/Expulsion:

  • The accused now explicitly has a right to be at the expulsion Special Meeting, with a provision for removal if the Membership feels that he is disrupting the meeting.
  • Made it clear that, yes, the Leadership will meet to have their vote.

I edited Vote 9 (Mailing List as a Right). It had originally been numbered and written to flow with a slightly outdated copy of the Membership Addendum. I also explained in the summary that this doesn’t mean non-Members are no longer allowed access to the list.

I think that every other comment I’ve addressed as a reply to the comment on the document.

9

Greg;

I think that if we’re assuming that the leadership has our best interests in heart, we’re making a horrible assumption. While I’m not saying that you, or any other member of our leadership, doesn’t have our best interests in mind, assuming that the members here have blind loyalty to the board, or any other member of the hackerspace is borderline braggadocios.

With that said, I have serious issues with both the wording of the document as well as the tone that it puts in play.

Binding arbitration agreements are bad. They place an unneeded administrative burden upon the member and give the organization an extra hurdle before taking legal action to resolve something. They are great for organizations because they can keep the “dirty laundry” of the business private, and limit it to one person and the arbitration team.

Making members pay for dues (ala probationary members) and then not afford them same voting rights as regular members doesn’t feel like the open community that we’ve always pushed for.

Closing the suspension meeting clearly goes against the tenants of community that we’ve had. Saying that we can kick a person out for being disruptive is really just begging the hive to be sued – no due process can occur when someone is being ejected for being disruptive. If this was the case, any criminal or civil defendant could prolong the inevitable and just be a dick to the judge. Judges and juries process through these situations, even with the disruptive defendant, and make their decisions based upon the facts.

It’s painfully obvious that this was not looked at by an attorney, nor was it drafted in consultation with an attorney. Since these are important, legal documents that represent the hive, they need more thorough review than what we’re giving them. We seem to be moving backwards here…

When you have issues with a member, the Leadership needs to sit down and talk to that member, not draft up a series of policies and procedures to try to give the board and the officers the upper hand in dealing with that person. This really seems akin to a target set of policies to deal with one or two problem members and could really shoehorn a heavy-handed leadership into pushing a member out.

Ian

10

Ian, Excellent wording.
This was brought up with a previous issue we had between two members, but the Hive could not afford to get into a legal tiff, I think at the time the subject was over a gender discrimination claim. We don’t want a poorly written bylaws to also hurt us.

My concerns with the sections (Some may have been brought up already):

Vote 1: Where do we have official Corporation records?

Vote 2: Adding a section for Code of Conduct addendum with no Code of Conduct is a poor decision. This should not be added without the Addendum to go with it.

Vote 3: These are bylaws of the company, not a contract.They are two majorly different things. The Summary says any Dispute, this would only hold true for the Company and who the contract holds to, not two individual separate members.

Vote 4: Partnership Membership & Family memberships both need a lot clearer definition.

A family membership for example can easily cover 10 people if they are polyamorous. (Person A is in a relationship with Person B, & Person C. Person B is in a Relationship with D & E Person C is in a relationship with F & G, then to define D-G’s relationship. These would all fall under immediate family for significant others, therefor immediate family.

A Partnership can be any two friends currently. This would potentially drop our funding in half.

Vote 5 & 6: Both are poorly written. (I do like adding a way to vote out an officer or Board.)

Vote 8: we need 1/3rd vote of leadership for a probationary member? I don’t agree with this. For one, this as a company policy as a whole can easily be abused, for easy profits, an easy fix for that is to refund the membership if leadership decides to do this.

Vote 9: Now this one is a nightmare. The mailing list is public, has always been, how would that change anything? Short Term suspensions can be 72 hours each week by 2 leadership for ANY reason? So 3 days a week, for any reason… Beyond discrimination being rampant for that, it can lead to favoritism; well the opposite or used as a threat. A closed meeting for leadership, causes transparency issues, this goes against the maker/hackerspace mentality as a whole. Long term suspensions for 90 days, and have to pay, thats $150 for no access and no voting, so basically no membership. If it does go to a Quorom vote, we can’t get them on the current changes to an addendum, what makes us think we can hit it for a suspension for “any reason”? 1/4 vote no removes? This should at least be a majority vote of membership.

In my opinion we should off on the special meeting until we have a finalized thing to vote on. If we do Vote 2, 3, 4, 8, & 9 should be removed.

11

Just a quick reminder to everyone that these are NOT the final versions.This can be something easy to miss in the long original message. However, as stated above, these are currently in “semi-working” order. The point was to propose changes EARLY, have the open forum, have this open discussion, then coalesce those suggestions and ideas into a FINAL version to be OFFICIALLY proposed for that Special Meeting no later than 10 days before the Special meeting (which would mean they would be officially posted on October 1st). So actually the entire point of this was to have a discussion BEFORE posting the official vote so we can have valuable input to change wording, strike things, add things, etc. to form an official proposal.

We also are trying to use connections and have a legal expert AND someone involved in nonprofits take a look at these.

Later I’ll be able to post some responses and some of the “behind the scenes” reasoning for some of the proposed changes. I’m pretty busy right now, so I unfortunately can’t do that immediately.

Lastly, thanks for everyone’s participation so far. I love that we have so many members who are involved and concerned with things as “dry” as bylaws. That shows just how community driven we are!

Please note: Above is not angry use of caps, it’s just there for clarification, since some points seems to have been missed in the first email :slight_smile:

12

I’m with Daniel. I think that the timeline for these huge, important changes is way too fast and things need to be pushed back until the Is are dotted and Ts are crossed. This stuff is too important to rush through it and these changes are severely half-baked.

I think the intention of the arbitration clauses was to de-escalate issues that may arise in the future so that mediation, arbitration become mandatory before members can sue each other. As has been pointed out, the bylaws are for the CORPORATION to follow. There is no automatic obligation for MEMBERS to follow the bylaws of a corporation by simply becoming members.

I agree wholeheartedly with Ian that we really need an attorney to look over some of these changes. None of us are familiar enough with the law as it applies to organizations to make something that is legally sound. The arbitration issue is a perfect example of where this is needed.

-D

13

Thanks for the clarification Elly! Much appreciated!
-D

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Elly, This shouldn’t be a connections for a lawyer to look at. This should be something we pay a professional to look at and give his/her full professional stamp of approval on. Legal advice can come at a high price for an attorney to give as a favor.

15

Michael Mann who has his offices downtown is who worked through the liability release forms I have people sign for the dyno tuning work I do. It’s high risk, delicate. Did a great job.

Address: 30 Garfield Pl #920, Cincinnati, OH 45202

Phone: (513) 721-6266

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I just met him tonight at my town council meeting, he is running for judge, he may be willing to do it as a charitable donation.

17

Ok long email incoming,

I am burnt out on bylaws discussions but I am going to do my best to help out in explaining the “Mailing List as a Right” as it was largely my idea and I have been considering it, in one form or another, for over a year:

The topic of whether a member can be removed from the mailing list, either temporarily or permanently, has been brought up in the past under various circumstances. My opinion is that the right of members to have access to the mailing list is already implied in the bylaws by these two facts:

A. Discussing votes of the membership is a right of membership

B. The mailing list is the only communication method specifically mentioned in the bylaws for vote discussion.

However, it came to my attention that this interpretation is not necessarily shared by everyone. As such I decided that I would like this right spelled out explicitly rather than implicitly.

So, to clarify:

This will NOT remove non-members from the mailing list. This simply guarantees access to members, whereas non-members, as has always been the case, can be removed if they are being disruptive.

This will link mailing list access with physical access as a right. i.e. Removal of access to the mailing list cannot be considered unless removal from the physical space is also being considered.

This is not spelled out yet but I think it should be added: Access to the mailing list should be removed for suspended members IF and ONLY IF that suspension is as a result of mailing list behavior. It should NOT be an automatic reaction to any suspension (even if other membership rights are being removed) so that any suspended member can be involved in the discussion thereof. (Access to contact the leadership list will never be removed).

As CTO I pretty much have unrestricted control of the mailing list. I know that I am not going to abuse that ability, but that’s no excuse for it being an option. My highest priority in my position is transparency and member rights. The goal here is to make silencing a voice, any voice, more difficult.

I welcome suggestions for improvement.

  • Ian B.

Geez, I came over all political there for a minute didn’t I? :slight_smile:

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I have some thoughts on the other proposed changes, I just wanted the mailing list thing to be it’s own email.

I believe the goal of the code of conduct thing is to add the wording into the bylaws to allow for its creation, then we can freely have a longer discussion on what it should actually contain. That being said, whis will effect whether or not quorum is required to change the code of conduct. I’m on the fence on this one but I’m leaning toward requiring quorum for changes.

I’m going to leave the discussion regarding “disputes” and “mediation” and whatnot to the people who know what the hell they are talking about.

I think that create a “Probationary Member” Tier is a good idea and serves to formalize a policy that was already sort of in place. That being said, I think the “one third of the leadership” threshold is too low. I suspect that it grows more out of the difficulty involved in getting all of the leadership together for a discussion, however I think Dave B is right that new members deserve the benefit of the doubt. A simple majority seems more fair.

I also dislike the wording in the “removal process” regarding “closed meetings”. We have always been a transparent and member driver organization and if anyone feels strongly enough about the issue to show up at the meeting they should be allowed to present their opinion (so long as they are willing to do so in a civil manner).

Ian B.

19

Very short response before I head to work.

The “closed meeting” in the removal process was solely intended to protect the people/parties involved. Not everyone wants their disputes to be 100% public (because that is what they would be if it was an open meeting). The "accuser"or the victimized party, may feel extremely uncomfortable, to the point of NOT showing up/giving their case at all, if anyone were able to be there to hear what happened and what they are reporting. Some situations could be VERY sensitive. This was NEVER meant to be anti-transparency, or provide leadership with an “upperhand”, but I can see how it is written that it could be read that way.

In order to get that point through in the bylaws, maybe it should be reworded to something like “The meetings may be closed only at the express request of any parties involved, however leadership may request any/all parties involved to attend.” or something to that effect.

20

I’m leaning a bit towards Elly on the closed/open debate, albeit I agree with some of the counterpoints brought up. If this were a matter of someone being a problem to the Hive as a whole, i.e., destruction/theft of Hive property, etc., then by all means it should be open. If, however, it is a matter of the accused having done something to another member of the Hive, such as a severe code of conduct violation, inappropriate behavior, etc., it could be hard or intimidating for them to present their case when who they are accusing is sitting right across from them or they might feel too embarrassed to have the whole Hive know every little detail of what happened.

Recognizing that this is a rough draft proposal, it looks like this proposed changes needs some elaboration, where there are a list of different cases where a completely open meeting may be reconsidered for having something private for delicate issues that may arise. For example, early on in the process, the accuser can bring an issue to leadership privately, then when leadership decides on the validity and applicability of the problem, open meetings and whatnot can move forward, with the accuser claiming some form of anonymity if deemed necessary (whether or not the accused and accuser should be required 100% of the time to meet face to face is an issue I’ll let you all discuss).

As far as the accused being barred from meetings, I do agree that he should be able to attend relevant meetings in order to hear what is being brought against him and give a chance to defend himself (whether to give his side of the story, provide an alibi, clear up a misunderstanding, etc.). To be ejected from the meeting, he/she would have to be disruptive to the proceedings that would be the case during any regular meeting, although are the criteria for that defined anywhere?

To be clear, maybe I’m not considering every possibility or comprehending core tenants of the makerspace philosophy, so I welcome any counterpoints, I just so far think that some issues that would warrant expulsion might require some degree of discretion. How much and what degree is something the Hive as a whole needs to agree to.