User talk:Mike Barushok

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MakeICT › Regarding bylaws and meetings

Daniel Towle Jun 13

To whom it may concern:

I apologize in advance for the length of this posting, but I feel very strongly on this issue.

My name is Daniel Towle. I have been a member of MakeICT since 2014. During that time I have been impressed with the makerspace and its leadership. I have made use of the equipment, space, knowledge, and fellowship available. I have promoted MakeICT to friends and acquaintances.

Knowing that two board members would be ending their terms this year, I came to the annual meeting on June 6, 2016, expecting to vote on new board members. I regret to report that I was not impressed by the proceedings. The reports on the organization’s status and proposed changes were interesting, but the time devoted to bylaws and elections was little short of a fiasco.

Four changes to our bylaws were proposed. These would change the election process for the board, add two voting members to the board, add a “past president” position, and change representation of program directors. Two of these were passed by a show of hands, in violation of Article VII of our bylaws:

“These bylaws may be amended only when an amendment proposal petition is approved at a membership meeting and signed by more than three quarters (3/4ths) of voting members. Notice of such petition must be submitted electronically to all members.” [Emphasis added.]

Article III, Sections 4 and 5 were invoked to call a vote to suspend Article VII in order to change the bylaws:

Section 4: Quorum

At a duly called meeting, at least 25% (one quarter) of the entire voting membership shall constitute a quorum. Section 5: Voting

When a quorum is present, all issues, except when otherwise specified in these bylaws, shall be decided by affirmative vote of more than 50% (one half) of the voting members present.

As was noted during the meeting, MakeICT has not adopted any formal parliamentary procedure, and there are growing pains in any organization. However, the bylaws in question are clear. We have over 180 members. By my count, we only had approximately 40 (22%) present for the meeting. This does not constitute a quorum. It’s close enough that I won’t quibble over 6 people. But Section 5 specifies that “all issues, except when otherwise specified in these bylaws,” shall be decided by majority vote. The amendment of bylaws is clearly defined in Article VII. I believe that the changes adopted were adopted in an undemocratic manner, violating the trust of our members and donors.

I do not expect this posting to change the outcome of the meeting. But if MakeICT is to continue to grow and advance its mission in Wichita (and I hope it does,) then we must adopt governing policies that are unambiguous. More importantly, we must stick to them at all times! These are not trivial matters. We are perhaps the most visible makerspace and representatives of the maker movement in the area. We have been entrusted with significant assets of our membership and our community. We have to be worthy of that trust.

We owe it to our community, we owe it to our donors, and we owe it to our members.

We owe it to ourselves.

Daniel Towle

Dominic Canare Jun 14 Thanks for raising the concern, Daniel. I think we're fortunate to have this platform for open discussion, and if there are other concerns, I hope everyone is comfortable sharing. If anyone isn't comfortable sharing publicly, please feel free to email me personally (d...@makeict.org) or anyone else on our board.

Your points are well taken and shared by others. If any group of people can't follow rules they set for themselves, how can they be trusted to follow any rules at all? Anarchist arguments aside, it's necessary for us to create and follow rules that allow us to seek our mission productively.

I can't speak for all of our founding members, but I don't think it would be a stretch to say that none of us expected that all of the foundational components we created or adopted were perfect. In fact, if anything, the opposite is true: we accept our imperfections and embrace the opportunities for improvement when we arrive at them, knowing that any challenge will create tension and discomfort, but our willingness and ability to overcome them will make us more robust to future challenges.

IMO, this philosophy is an important aspect of making in general - whether you're making a birdhouse, beer mug, makerspace, or anything else. I appreciate the criticism, but I do hope that you'll afford us some room for error - just as one might for a newbie on a lathe.

So, with that in mind, let's tackle this challenge! If I miss something, let me know!

First, some people interpreted the 3/4ths rule to mean 3/4ths of all voting members, including those who were not present at the meeting. My interpretation is that "voting members" means those who are voting at the membership meeting it calls for. That would not include members who are not present or members who are present but abstaining. If you're not there voting, then you're not a "voting member", and if you're a member in attendance but abstaining from a vote, then you're still not a "voting member".

To further bolster the second interpretation, Article III, Section 4 makes a specific reference to the "entire voting membership", and that same language is not used in Article VII. If Article VII was calling for a portion of the entire membership, why isn't that specified in the same manner that Article III uses?

I suppose that if you absolutely wanted to be 100% sure, you could follow the first interpretation which would include the second one. Some people seem like they would've preferred that, but in all reality, I have serious doubts that any decently-sized population would ever be able to gather 75% of them in the same place at the same time. We would've need 3-4 times the attendance we had on Monday - yikes! We would never be able to make amendments period, which would defeat the purpose of Article VII and be the exact opposite of the spirit of the article (more on this later).

Despite the fact that the first interpretation is not feasible and the fact that a call for a portion of the entire membership elsewhere in the document clearly specifies the distinction, I believe that either interpretation is valid. I believe the second one is correct, but the first one is still a valid reading, and such is the challenge with the notorious ambiguity of the English language. We need to conduct business, and because these interpretations are valid, we must look to the spirit of the article in question. The spirit of this one is an acceptance of the bylaws innate imperfection and their need for changes, with a restriction that changes aren't unpopular and/or made in secrecy.

Others may disagree, but I believe that we not only respected the spirit, which, to me, is more important than being perfect bureaucrats. Other than potentially missing the minimum for a quorum (we should've taken an official roll call) and physically signing something, I do believe that we conducted business appropriately regardless of how you interpret Article VII, as its suspension was approved by a majority of those present at a duly called meeting where a quorum (or at least a near-quorum) was present.

Regarding our level of democracy: we do as much of our voting via the internet as possible, because it allows the greatest amount of participation. This is not called for in our bylaws, so we're typically more democratic than we require ourselves to be. The only items we voted on in-person were those that would affect the way people vote on other things. The purpose for this was to avoid the need for sending out multiple, separate calls for votes and give us the ability to identify our new leadership in a reasonably timely manner. Further, bureaucratic stuff like this typically has little impact, if any at all, on an individuals daily dealings. Because of that, I don't feel compelled to go out of our way to be overly democratic. If we wanted, we could dissolve the board and make all decisions by vote, but I doubt that anyone besides our board candidates cares to burdened with the vast majority of that. The balance is not a thin black line, but a wide gray one. My judgement is that only a small set of our members care about this sort of thing, and that our meeting attendance included all or most of that subset.

Now, we could certainly spend more time debating semantics and interpretations (which I actually sort of enjoy), but that's probably not productive towards the real issue I want to address. Even if you do agree that we business was conducted correctly, you might still feel that your trust has been violated, and your trust is absolutely worth pursuing.

It's clear to me that we need to appoint a committee to review our bylaws so that we can avoid challenges like this in the future. During the meeting, Mike B (who's quite familiar with parliamentary proceedings) made a point about some fairly standard items that are incomplete, missing, or unconventional in ours. If anyone is interested, consider this an invitation, but I would like to personally invite both Mike B and Daniel Towle to this committee and ask if either of them are interested in chairing it.

tl;dr -

   The meeting was a bit chaotic while voting, perhaps, but that may be expected from such a large and diverse group. Challenges like these should be expected, and it's important that we embrace the opportunity to deal with them. I will be working with our next president to identify and enact corrective procedures, but ask that anyone with input to please share.

   Besides potentially missing our minimum attendance for a quorum by a smidge, we conducted business in accordance with our bylaws. One article was correctly suspended by majority vote, but the spirit of that article was still respected.

   Our bylaws need to be reviewed for clarity and effectiveness. Who can help with this?

Dominic Canare President, MakeICT

mike.b...@gmail.com Jun 14 I would be happy to help review the bylaws. One of the simplest revisions (or clarifications) would be to use the words "members voting", to refer to persons casting votes, rather than the phrase "voting members", which usually means a particular class of members that have the right to cast a vote.

Mike Barushok

Daniel Towle Jun 14 Dom,

Thank you for responding. You also make very good points, and I repeat that I've been impressed with and appreciate your leadership. I tend towards strict "letter of the law" readings, so I appreciate alternative interpretations. I'll also admit that my phrasing was a little over the top.

Regarding your invitation: I don't have any relevant training or experience, so I don't believe I'd be the best person to chair, let alone serve. However, I'd be a pretty big jerk to just complain and never help improve, so I will help in any way requested. If that means serving on or chairing a committee, so be it.

Daniel Towle

Dominic Canare Jun 14 Mike and Daniel - thanks to both of you for your willingness to help. I know what it's like to be called to serve/help when you don't feel qualified or prepared, but people who are willing to step outside of their comfort zones are some of the most important and impactful individuals.

Everybody - we've been discussing this on the board, especially regarding how people felt about the procedures and the real possibility that we didn't actually have enough members present for a quorum. With those things in mind, we're modifying the voting from what was originally intended to be sent out. Here's what it will look like instead:

   All of the proposed bylaw changes will be voted for by the entire vote-eligible membership (regardless of their attendance during the annual meeting) and will require 3/4ths for approval.
   Because of the way it would complicate voting this year, the change for general board candidates, rather than role-specific ones, will not go into effect until next year if approved. This year's board elections will be role-specific.
   The proposal to increase at-large directors by 2 will go into effect for this election cycle, if approved.
   A new proposal has been added to clarify the language for amendment requirements.

Dominic Canare President, MakeICT

James Jun 15

Looking into it, the bylaws state that the election is to be at the annual meeting. So do we call another annual meeting and make sure a few more people show up (or properly record it) to resolve the quorum issue?

Unfortunately, like dominoes, as consequences of that given order of the meeting, and lack of quorum, the other rule suspensions wouldn't be valid, which makes this complicated with regards to what Curt was nominated for and accepted (position on the board after the rule change, which would determine it's own officers). As well as Tracy being on the ballot by rules suspension. Additionally, had someone wanted to make a floor nomination for a specific office for someone running for the then generic board. (I know there was some discussion, I'd overheard prior to the meeting, but that was seemingly moot by the actions of the meeting when floor nominations were opened up.)

Sorry to be pedantic, but if we are trying to be totally technically correct, how do we want to handle that?

To me, looking at it, to do this by the strict letter of the book, at least from a glance at feeling with this knot, we may have to call another special meeting (because of lack of quorum the other doesn't count), which has to get half approval on a vote of the membership to be called, and a 3/4 majority to actually change the bylaws for what I propose: have the election then since it wasn't at the annual meeting or preferably change to electronic voting, while in the meantime, we can vote on the bylaw changes, including the change to electronic voting for the board, depending on interpretation of signed (if electronic counts, which I simply think it *has* to as a practical matter) that we want to use. (If we simply called another annual meeting, it'd be after May 31st, even though we potentially have the two week notification and in June, just barely. Though neither is a requirement of a special meeting.)

I'd say that the strictest letter of things isn't possible really at this point. Aside from what Dom proposes the only real possibilities would be a proposal to accept the meeting as it stood (3/4th, with a bylaw amendment that retroactively changes it, then deletes itself on say July 1st from the bylaws.) or do it in two waves, with the proposals first then the electrons, (including one altering how the election is done to allow electronic voting, which I think is mandatory at this point, since it wasn't done at the meeting) with the proposal to suspend rules for Tracy, and allow nominations (such as Curt based on the results of the proposals) to be made.

One change that doesn't require any bylaws or rule changes (Woo!) is to have the meeting on a weekend in the future so if things go long it's not horribly pressing, especially with orientation on a Maker Monday. (Whoever is president, remember this.)

(Gah, I probably just signed myself up for the group looking at the rules. Also, no offense intended to anyone, especially Curt and Tracy. Nor is it intended as an additional headache, but it likely is.)

james.a.seymour Jun 15

In the past it has been done on a weekend, all who attended had a good time (except Dom when I accidentally burned his vegetables... I still feel bad about that.) Also we have done electronic Voting in the past, and it has its own set of challenges. I know a few people that weren't able to go had assumed there would be electronic voting, and were disappointed.

I know I'm not offering up a solution, just stating history.

Dominic Canare Jun 15 Our annual meeting has always included the physical gathering of people and an online vote. You're correct on what's stated, but the bylaws don't disallow the meeting from spilling over into the digital world - or even being held online altogether.

   Curt is a candidate for an at-large director position
   The ballot includes Tracy as a candidate for Treasurer as well as a vote calling to suspend the 30-day requirement for candidates. If the vote passes, votes for her will be counted.
   Welcome to the team, James L!

Dominic Canare President, MakeICT

Curt Gridley Jun 15 I've kind of lost track where we are on bylaws changes, so maybe this is redundant. But if we are going to vote on bylaws changes, we should at the very least vote to reduce the requirements for changing the bylaws to something more like our current requirements for a quorum (for instance, minimum of 20% of members eligible to vote must vote and of those voting 2/3rds must approve).

The current requirements of 3/4 of voting members approval signed in writing, etc. is way more restrictive than anything I've ever seen before in any other organization, old or new. As an organization we are still like a rapidly growing toddler anxious to explore a brave new world, but also still struggling with potty training. We need to be able to respond to unexpected organizational challenges with an efficient means for updating our bylaws.

Curt

Dominic Canare Jun 15 Indeed. This is included on the ballot which will be sent out:

   Article VII

       Option 1 (2/3rds of the quorum):
       These bylaws may be amended only when an amendment proposal petition is approved by an affirmative vote of at least 2/3rds (two thirds) of the members voting.

       Option 2 (no changes):
       These bylaws may be amended only when an amendment proposal petition is approved at a membership meeting and signed by more than three quarters (3/4ths) of voting members. Notice of such petition must be submitted electronically to all members.

Dominic Canare President, MakeICT

Curt Gridley Jun 15 Great, though in order to avoid any funny business, I would suggest a minimum of 20% of all members who are eligible to vote must cast a vote in order to have a valid quorum for changing the bylaws. Then of those who vote, at least 2/3rd must vote in favor of the changes.

Curt

James Jun 15

I would agree the 20% minimum is a good idea.

Which brings up the question: would this change apply to the current proposals, i.e. if this is amendment is accepted, do the other proposals need 3/4 or 2/3?

Dominic Canare Jun 15 Article III, Section IV already defines a quorum needed for a meeting and voting as 25% of the voting membership.

Dominic Canare President, MakeICT

Dominic Canare Jun 15 Yes, it will be effective immediately.

Dominic Canare President, MakeICT

Curt Gridley Jun 15 We can probably get by with requiring 25% for a quorum now, but if we get any bigger I'm pretty sure we'll need to reduce that number. For instance, I just participated in an online election to change the bylaws of a national engineering society (AIAA) and they required 15% for a quorum.

Curt

David Springs Jun 15 Have we considered seeking expert advice on this whole bylaw mess? I'm not necessarily advocating for it, but I haven't heard any discussion along those lines. I know that there are some companies that offer assistance in creating bylaws that are easier to live with, and there are, of course, attorneys that specialize in nonprofit and/or corporate law. Doing a quick search this morning, I came across a page that had some suggestions that seemed to make sense at https://www.venable.com/SnapshotFiles/a9acafa5-11aa-4faf-ad88-e49127f6cef2/Subscriber.snapshot?clid=c2d1036d-648d-4bf6-9ef1-4e6f4e391844

Deciding whether spending money on advice is something we wish to do is something above my pay grade, but I thought it should at least be considered as an option.

David

Dominic Canare Jun 15 Re: [MakeICT] Re: Regarding bylaws and meetings I'm not in favor of adding anything else to the ballot. I agree that the 25% quorum requirement could be re-examined, but it's not necessary at this exact moment, and the ballot is busy enough as-is. I will leave that (and whatever formula) up to the bylaw review committee to review and provide a recommendation on at a later date.

Welcome to the team, David! One of the jobs for the bylaw review committee will be to ascertain our need for professional advice. Doing so at this time, however, would unnecessarily draw this out further. We have everything we need to move forward at this time.

Dominic Canare President, MakeICT

On Wed, Jun 15, 2016 at 12:17 PM, Daniel Towle <blue...@gmail.com> wrote:

   Brainstorming here.

       To get the 3/4ths required to change the bylaws, I think electronic signatures would work. I also don't see anything that would prevent us from sending out multiple (identical) ballots over time and the change being effective when the total of affirmative responses reached 3/4ths. I'm thinking this would be kind of like how the US could have another constitutional convention if enough states are in favor.
       Changing the 25% quorum rule - we might consider basing the quorum on the number of board members (present or total, I don't know) plus x number of members. For example: "At a duly called meeting, a number equal to three times the number of board members of the entire voting membership shall constitute a quorum."
       IIRC, we've got 7 board members right now. So a quorum would be 21 members (board or regular.)

Daniel Towle Jun 15 Brainstorming.

   I think electronic signatures for Article VII would work. Can we treat the current 3/4ths for amendment rule as kind of like the US constitutional convention issue? For example, identical ballots are sent out once a week. Each member's vote is only counted the first time they vote, but once 3/4ths respond and approve the change, it's official. I don't see anything requiring the change to VII to be approved all at once - I only see that 3/4ths have to approve.
   Regarding the quorum for regular meetings. What if we went to a formula based on the size of the board? For example: "At a duly called meeting, a quorum shall exist when the total number of members present is equal to three times the number of board members." So, if we've got 7 board members now, 21 members would constitute a quorum. You could reach 21 by having 7 board + 14 members, or 3 board + 18 members, etc.
   I think this would keep the quorum number flexible enough as we grow, but still allow regular members to overrule the board if needed.

Dominic Canare Jun 15 Re: [MakeICT] Re: Regarding bylaws and meetings

   I like your reading of Article VII, but we only need to consider that if we don't meet it all at once. It may be moot, so let's cross that bridge if we arrive at it.
   In the interest of time, a modification to the quorum requirement is not going to the ballot right now. The Bylaw Review Committee will consider this and, if necessary, make a recommendation at a later date.

Dominic Canare President, MakeICT