[HCoop-Discuss] Corrected bylaws amendments for voting (probably starting TOMORROW)

[Nathan Kennedy]

> On Mon, Jan 21, 2008 at 10:53:40PM -0500, Nathan Kennedy wrote:
>> >
>> My intent was to require prior notice in ALL cases, and to require that
>> notice to be at least 48 hours _unless_ a majority already agrees, in
>> which case it could be shorter.  This was intended to deal with
>> situations where a decision had to be made quickly and a consensus of a
>> majority existed.  I'm not sure this exception is necessarily a good
>> thing though.  Only time and experience can show up the strengths and
>> weaknesses of our procedure.
>
> So basically, it will not be possible any more for the majority
> of the Board to discuss things on IRC and make decisions right
> then and there?

Quick reply to you and Pete, I don't think I explained section 406 very
well.  I just submitted the bylaws for vote starting tomorrow, so I hope
it's okay.

1. If all directors are given advance notice of a meeting called by any
director, at least 48 hours in advance, then a quorum of only 3 directors
can meet and take action.  If only 3 directors vote (Yes, No,
Present/Abstain), then two yes votes is binding.  Note that 406 allows any
board member in those 24 hours to send their vote on a given issue in
advance; three members cannot conspire to meet at an odd/inconvenient time
when a boardmember will not be actually available, for instance.

2. If a majority of the ENTIRE board, assuming there are no vacancies,
this would be three members, can take action with less notice if they all
agree.  For instance, if three members on IRC together agree on a course
of action that needs to be taken rapidly, they still HAVE to give notice,
but it could be ten minutes in advance, for instance.  In general this is
highly undesirable as Pete points out.  The minority has a right to be
informed and participate, even if they are ultimately not controlling. 
But taking action and then letting the rest of the board know after the
fact, or not informing them at all, would be completely unacceptable and
would be voidable under the bylaws as amended.

But I interpret the bylaws to allow us, if we really have to, to have
three members on IRC, all say "we agree," email the board to let them know
we are on IRC and what we plan to do and "meet on #hcoop immediately if
you object," and then if no one shows up, vote and take the necessary
action, and then email the board the transcript or minutes.

As the board delegates more of its duties such occurences should become
increasingly unnecessary.

-ntk