Archive:2007-08-05/log

Log file opened at: 8/5/07 1:16:24 PM


 * Topic for #freeculture: FreeCulture.org: students for free culture | http://freeculture.org/ | Bug tracker: http://launchpad.net/web/+bugs | In case of downtime: http://fcostatus.wordpress.com/ | Bylaws RC2 meeting: http://wiki.freeculture.org/2007-07-29 | Meeting to discuss communication/collaboration tools for FC.o, 2007-08-12 at 5 pm EDT: http://wiki.freeculture.org/2007-08-12


 * Topic for #freeculture set by gavinbaker on Thursday, August 2, 2007 12:37:32 AM


 * freeculture: peabo tannewt faceface ryanfaerman rohitj_ bheekling mark007 jli skyfaller klepas ftobia Ax3 Omnifrog K`Tetch poningru [autonomy] danjared paulproteus _sj_


 * End of /NAMES list.


 * Channel Mode is +n


 * Channel created at Sunday, November 26, 2006 2:43:23 AM


 * freeculture You need to be a channel operator to do that


 * peaboH0n=peabo@c-24-147-25-140.hsd1.ma.comcast.net Peter Olson


 * tannewtH0 n=scott@gentoo/developer/tannewt Unknown


 * faceface H0 n=dmb@p57A0F0AF.dip.t-dialin.net Dan Bolser


 * ryanfaermaH0n=ryanfaer@crlspr-69.65.71.237.myacc.net Ryan Faerman


 * rohitj_H0n=rohitj@203.200.95.130 Rohit Jain


 * bheekling H0 n=bheeklin@220.225.2.107 Nirbheek Chauhan


 * mark007H0n=mark007@pool-71-101-200-240.tampfl.dsl-w.veriz Mark


 * jli H0  i=jli@gateway/tor/x-b0f63977e720e7f0 Jli


 * skyfaller H0n=nelson@wikipedia/Skyfaller Nelson Pavlosky


 * klepas G0n=klepas@unaffiliated/klepas Pascal Klein


 * ftobia H0 n=chatzill@ool-18bb9b30.dyn.optonline.net Frank Tobia


 * Ax3 H0n=ax4@rada.voodoohosting.com ax4


 * Omnifrog H0  n=Omnifrog@c-68-60-206-179.hsd1.tn.comcast.net Omnifrog


 * K`TetchH0n=ktetch@adsl-074-166-105-206.sip.asm.bellsouth. K`Tetch


 * poningru H0n=poningru@ip72-209-65-174.ga.at.cox.net Eldo Varghese


 * [autonomy]H0 n=autonomy@c-71-232-117-225.hsd1.ma.comcast.net auto


 * danjared H0n=danjared@HOW-ABOUT-A-NICE-GAME-OF-CHESS.MIT.ED D. Jared Dominguez


 * paulproteuG0 i=paulprot@29.145.221.202.bf.2iij.net Asheesh Laroia


 * _sj_ H0 n=sj@wikipedia/sj sjk


 * freeculture End of /WHO list.

peabo: hello, usual suspects!

K`Tetch: spam is an unfortunate thing now

K`Tetch: even on forums


 * BrianRowe (n=Brion@71-32-81-197.tukw.qwest.net) has joined channel #freeculture

--> peabo test


 * peabo* test

BrianRowe: hello

K`Tetch: sup brian


 * Signoff: bheekling (Remote closed the connection)

BrianRowe: not much off for a few weeks for summer break

K`Tetch: cool


 * gavinbaker (n=gavin@c-69-143-179-58.hsd1.va.comcast.net) has joined channel #freeculture

BrianRowe: hi Gavin

gavinbaker: hi BrianRowe


 * gavinbaker has set the topic on channel #freeculture to FreeCulture.org: students for free culture | http://freeculture.org/ | Bug tracker: http://launchpad.net/web/+bugs | In case of downtime: http://fcostatus.wordpress.com/ | Meeting to discuss communication/collaboration tools for FC.o, 2007-08-12 at 5 pm EDT: http://wiki.freeculture.org/2007-08-12 | Bylaws RC2 meeting: TODAY at 2 pm EDT: http://wiki.freeculture.org/Bylaws


 * gavinbaker has set the topic on channel #freeculture to FreeCulture.org: students for free culture | http://freeculture.org/ | Bug tracker: http://launchpad.net/web/+bugs | In case of downtime: http://fcostatus.wordpress.com/ | Meeting to discuss communication/collaboration tools for FC.o, 2007-08-12 at 5 pm EDT: http://wiki.freeculture.org/2007-08-12 | Bylaws RC2 meeting, TODAY at 2 pm EDT: http://wiki.freeculture.org/Bylaws

gavinbaker starts pinging: _sj_ Ax3 danjared jli mark007 paulproteus peabo poningru skyfaller

K`Tetch: gavinbaker - moonedit :-)

gavinbaker: K`Tetch: sorry, i don't follow?

K`Tetch: collaberation tools

gavinbaker: oh man, jibot's awol.

K`Tetch: its a multiperson text editor

mark007: Estoy aqui.

peabo: hello

gavinbaker: K`Tetch: looks like gobby

mark007: I gotta run for lunch in a few minutes though.

K`Tetch: i wouldn't know

K`Tetch: but i love it - i'm just starting a session up to start work on a press release right now

K`Tetch: *hint hint* brian

paulproteu: gavinbaker, Hi. I'm going to take a shower now.


 * mllerustad (n=mllerust@c-69-143-179-58.hsd1.va.comcast.net) has joined channel #freeculture

gavinbaker: whee


 * Scudmissile (n=Scudmiss@192.195.230.33) has joined channel #freeculture

gavinbaker: hi mllerustad, hi skyfaller

gavinbaker: er

gavinbaker: hi Scudmissile


 * ScudmissilH0n=Scudmiss@192.195.230.33 Andy


 * mllerustadH0 n=mllerust@c-69-143-179-58.hsd1.va.comcast.net Karen Rustad


 * gavinbakerH0n=gavin@c-69-143-179-58.hsd1.va.comcast.net Gavin Baker


 * BrianRowe H0n=Brion@71-32-81-197.tukw.qwest.net purple


 * peaboH0n=peabo@c-24-147-25-140.hsd1.ma.comcast.net Peter Olson


 * tannewtH0 n=scott@gentoo/developer/tannewt Unknown


 * faceface H0 n=dmb@p57A0F0AF.dip.t-dialin.net Dan Bolser


 * ryanfaermaH0n=ryanfaer@crlspr-69.65.71.237.myacc.net Ryan Faerman


 * rohitj_H0n=rohitj@203.200.95.130 Rohit Jain


 * mark007H0n=mark007@pool-71-101-200-240.tampfl.dsl-w.veriz Mark


 * jli H0  i=jli@gateway/tor/x-b0f63977e720e7f0 Jli


 * skyfaller H0n=nelson@wikipedia/Skyfaller Nelson Pavlosky


 * klepas G0n=klepas@unaffiliated/klepas Pascal Klein


 * ftobia H0 n=chatzill@ool-18bb9b30.dyn.optonline.net Frank Tobia


 * Ax3 H0n=ax4@rada.voodoohosting.com ax4


 * Omnifrog H0  n=Omnifrog@c-68-60-206-179.hsd1.tn.comcast.net Omnifrog


 * K`TetchH0n=ktetch@adsl-074-166-105-206.sip.asm.bellsouth. K`Tetch


 * poningru H0n=poningru@ip72-209-65-174.ga.at.cox.net Eldo Varghese


 * [autonomy]H0 n=autonomy@c-71-232-117-225.hsd1.ma.comcast.net auto


 * danjared H0n=danjared@HOW-ABOUT-A-NICE-GAME-OF-CHESS.MIT.ED D. Jared Dominguez


 * paulproteuG0 i=paulprot@29.145.221.202.bf.2iij.net Asheesh Laroia


 * _sj_ H0 n=sj@wikipedia/sj sjk


 * freeculture End of /WHO list.

Scudmissil: hey

mllerustad: gavinbaker: yo

jli: hum.

gavinbaker: here are some links:

gavinbaker: Bylaws RC1: http://wiki.freeculture.org/Bylaws

gavinbaker: Comments on bylaws: http://wiki.freeculture.org/Talk:Bylaws

gavinbaker: Agenda, log, and attendance from last meeting: http://wiki.freeculture.org/2007-07-29

gavinbaker: Agenda for this meeting: http://wiki.freeculture.org/2007-08-05

skyfaller: howdy

gavinbaker: ok, shall we?

gavinbaker: we got stuck on IV 1.1 last time, so we should skip that and come back to it

skyfaller: sounds good to me

peabo: gavinbaker: I'll send you the log of this one too

K`Tetch: thats what i was saying all the way through

gavinbaker: peabo, great

gavinbaker turns logging on too

skyfaller: paulproteus: enjoy the shower... that's what I was just doing ^_^

gavinbaker: so, to review or for people who weren't here last time: we're going through the bylaws item by item and discussing questions & if anything should be changed

gavinbaker: this is particularly a time to note suggestions raised on the Talk: page

gavinbaker: but, because the Talk: page isn't organized to make it easy, we'll go through the Talk: page item by item afterward

gavinbaker: to make sure everything gets a hearing

gavinbaker: decisions are made, more or less, by consensus of those present (if you're here, that's you!)

gavinbaker: and when we've decided something, we note it with RESOLVED so it's easy to find in the log :D

gavinbaker: anyone who feels like taking minutes as we go along, feel free (if so, say so :D )

Scudmissil: i'm glad we resolved to use spell check last time

gavinbaker: otherwise the job of writing minutes from the log will be done later, by $person

gavinbaker: Scudmissile: i think that was a very reasonable resolution as well :)

skyfaller: (or maybe it won't get done later, like last meeting's non-minutes)

gavinbaker: skyfaller: just because it hasn't gotten yet doesn't mean it won't! in the year 2000

skyfaller: fair enough :) continue

gavinbaker: i'll brb -- somebody want to start with Article IV, Section 1.2? http://wiki.freeculture.org/Bylaws#Section_1.2._Board_Structure

skyfaller: I

mllerustad: fyi: a copy of the bylaws with the edits we agreed upon last time is located here: http://wiki.freeculture.org/Bylaws_RC2

skyfaller: I'll put the current section we're looking at in the topic


 * skyfaller has set the topic on channel #freeculture to http://wiki.freeculture.org/Bylaws#Section_1.2._Board_Structure

skyfaller: OK, so there are some obvious problems with this section

skyfaller: (1) Who decides how many board members there are? and how do they do that?

skyfaller: (2) How can we ensure that there is competition for board seats while allowing the board to grow and shrink in size?

gavinbaker: well, why we don't go through line by line and see where there's agreement

gavinbaker: "The board of directors must have a chair, selected by the board. The chair arranges the time and method of meeting and sets the agenda."

gavinbaker: ok, how does the board select the chair?

mllerustad: "consensus"?

gavinbaker: i think we should specify

gavinbaker: i'd favor simple majority vote

mllerustad: Or majority vote...

gavinbaker: you have to have a chair -- it's not the sort of thing you should be able to hold up if you don't have consensus

mllerustad: True.

mllerustad: "every pirate only votes for himself"

gavinbaker: mllerustad++

gavinbaker: besides, a chair really shouldn't be controversial. in theory, the chair has no more authority than any other board member

skyfaller: so simple majority vote, where each person can vote once for one candidate only?

mllerustad: Unless we allow even-numbered boards, and the chair tiebreaks.

mllerustad: But sure.

gavinbaker: mllerustad: in that case, the chair still only has 1 vote, same as anyone else

gavinbaker: they only get to use it in case of a tie

gavinbaker: skyfaller, i'm not sure i understand your question

peabo: does the chair have to attend every meeting? what in general happens if someone is absent and there is an even number of attendees?

skyfaller: you could have a vice-chair as well

gavinbaker: but it strikes me that we should should specify how chair candidates are nominated

gavinbaker: peabo: right -- skyfaller said it -- we should have a vice-chair in case of the chair's absence

mllerustad: peabo: I imagine they wouldn't have to... if there's an even number, and you don't get 50% + 1, then I guess it doesn't pass.

gavinbaker: peabo: the chair votes to break a tie (and only votes in event of a tie)

gavinbaker: well, we should specify that ^^

gavinbaker: but that's usually how a chair functions

skyfaller: I dunno, i think we should scrap the vice-chair idea

peabo: what about quorum? (I should look at the bylaws, I guess)

gavinbaker: some chair are also allowed to vote to make a tie, in which case the vote fails

skyfaller: if the chair isn't there, you have to wait for the next meeting to break a tie

gavinbaker: peabo: currently the bylaws say 2/3 is quorum. we'll get there in a sec ;)

skyfaller: on the other hand, who runs the meeting in the chair's absence

skyfaller: ?

gavinbaker: skyfaller: right, the point of a vice-chair is to run the meeting

skyfaller: I guess the whole problem of electing a chair is more interesting / important if they have different voting powers

gavinbaker: it's incidental that they can tie-breaking ability, but they have to give up their ability to vote in any other instance, so it's supposed to be a wash.

gavinbaker: skyfaller: the chair has to have "different" voting powers, because you need a way to make decisions

skyfaller: I think it might be better to keep it simple and have all board members be equal in voting power, and leave it open whether we want to have a permanent chair or rotating chair or something

gavinbaker: our inability to effectively make decisions cripples us

gavinbaker: skyfaller: that's not "simple" at all, that's more complicated

mllerustad: skyfaller: The problem is when "rotating" chair means "crowdsourced" chair...

gavinbaker: almost EVERY other board on the planet has an elected chair with the "powers" we've just described

skyfaller: that's true

gavinbaker: i'm not making this stuff up, just copying it

gavinbaker: i'm tired of reinventing the wheel, let's go with the tried-and-true

skyfaller: well, OK, let's say for the moment that we have a chair with voting powers and meeting-running-responsibilities as you describe

skyfaller: and a vice-chair which is the same when the chair isn't there

mllerustad: Okay.

gavinbaker: skyfaller: "for the moment"? you mean, until/unless someone offers an amendment in the future?

skyfaller: no, for argument's sake in the channel right now

gavinbaker: skyfaller: well, i'd like to make a decision and stop arguing ;)

gavinbaker: so can we make a decision?

skyfaller: well, I think that other decisions about the board are interrelated with this decisioon

skyfaller: *decision

gavinbaker: skyfaller: such as?

skyfaller: e.g. how many people are allowed to be on the board, and how that decision is made

gavinbaker: (i remind everyone there are multiple sections of the bylaws we've never been through, and almost all of the comments, and the whole section we got stuck on last week -- so we should aim to be as quick as possible)

gavinbaker: skyfaller: i don't see how that decision is related to having a chair and what the chair does.


 * ericbailey (n=ericbail@71-210-157-161.mpls.qwest.net) has joined channel #freeculture

gavinbaker: --oh, you know, should we have had everyone introduce themselves?

skyfaller: perhaps :) jibot is still missing

skyfaller: I'm Nelson Pavlosky, formerly from Swarthmore College, now GMU Law

BrianRowe: ok, Brian Rowe Seattle University Law

gavinbaker: Gavin Baker, University of Florida - recent alumnus

peabo: Peter Olson, associate member Free Software Foundation; amazability.com, no academic affiliation

Scudmissile is Andy Scudder, rising senior at the Universit of Evansville

ericbailey: Eric Bailey, University of Minnesota

Scudmissil: *University, rather

gavinbaker: mllerustad is Karen Rustad, Scripps College / Claremont Consortium, and is currently popping popcorn.

skyfaller: ooh! popcorn!

skyfaller: is that everyone who is participating in this meeting?

gavinbaker: paulproteus is Asheesh Laroia, Web Team guy and currently in the shower, but implied he'd be back.

skyfaller: alright, let's get back to work then

gavinbaker: jli and mark007 said hello, but nothing else ;)


 * Fear_of_C (n=nick@cpe-66-65-84-36.nyc.res.rr.com) has joined channel #freeculture

skyfaller: OK, I guess that electing a chair may be politically complex / conflict-inducing

skyfaller: so, are there model bylaws that we could look at for precedent as to electing a chair?

Scudmissil: google gave me the American Sign Language Teachers Association....

gavinbaker: skyfaller: let's not make this bigger than it is ;) we just need a reasonable way to manage this

Fear_of_C: maybe other college-oriented orgs?

gavinbaker: which i suspect will be along the lines of "anyone may nominate another board member or themselves for chair"

skyfaller: OK, so nominations first

ericbailey: I have something somewhere about this..

skyfaller: that sounds like a perfectly fine nomination system

ericbailey: I'm gonna go rummage for a second..

skyfaller: wanna put that in bylaws-language?

ericbailey: haha hold on a second

skyfaller: well, I'm sure that's what nominations will look like in any sane nomination system

skyfaller: elections are what I'm interested in seeing a model for

gavinbaker: here's how AMSA does it: http://www.amsa.org/about/ppp/cbVIII.cfm

skyfaller: hm... I see one online where the board has a president and a secretary

skyfaller: it would probably be good to have someone who is responsible for making sure that the deliberations of the board are made public and open

skyfaller: e.g. taking minutes

gavinbaker: ok, AMSA looks very complicated. let me look for something simpler

skyfaller: the chair clearly shouldn't be responsible for that

gavinbaker: skyfaller: should that be a board member or the facilitator?

skyfaller: hm, good point

skyfaller: the facilitator would be a good secretary

gavinbaker: on the one hand, you sort of want to insulate the board from the staff and vice versa

gavinbaker: on the other hand, you want all the board members to be able to participate

skyfaller: I mean, controlling the minutes could be politically interesting if we were playing mind games with each other

gavinbaker: on the other hand, taking minutes is a form of participation, and you could see it as a trade-off the member makes willingly, similar to how the chair gives up their vote except in case of tie

skyfaller: "he who controls the past controls the future"

peabo: at NESFA we have an elected Clerk, who takes minutes at each business meeting; in particular who records every motion, reads it back to the meeting as it was recorded prior to a vote

gavinbaker: wonder if Wikimedia's got their bylaws online

Scudmissil: yes: http://wikimediafoundation.org/wiki/Wikimedia_Foundation_bylaws

Scudmissil: i can't edit them, though :( :p

gavinbaker: heh

Scudmissil: it looks much simpler than the NESFA's, anyway

gavinbaker: here is one example of how a chair functions, but ignore the part about choosing a chair (it's not relevant for us) : http://www.sg.ufl.edu/branches/legislative/constitution/rules.pdf

gavinbaker: look for the term "Chairperson" under IX

gavinbaker: re: choosing a chair, wikimedia doesn't seem very clear

Scudmissil: yeah

gavinbaker: it just says "by majority vote", but doesn't explain the process to get there

gavinbaker: hey, let's decide this before we spend another half hour on one point ;)

mllerustad: gavinbaker: Maybe that means we don't have to either?

mllerustad: Good enough for wikimedia... surely the board will be mature enough to not freak out about this not being spelled out.=

skyfaller: what happens if there is a tie?

mllerustad: tie =/= majority.

gavinbaker: mllerustad: i'm hesitant to leave anything undefined, since undefined decision-making processes are the bane of FC.o

gavinbaker: ok, so a tie isn't a majority, but how do you get a majority, then?

ericbailey: intimidation?

gavinbaker: we could be like the pirate captains, and use plurality vote ;)

gavinbaker votes for Keira Knightly

BrianRowe: tie /= majority

ericbailey: what was that about the chair giving up their vote in a tie? though I guess that doesn't do much good when choosing a chair..

peabo: everyone votes for himself, then all the lowest vote candidates are eliminated :-)

ericbailey: IRV?

gavinbaker: there's a maximum of 9 voters, we don't need IRV.

gavinbaker: well -- er -- do we? would it help?

mllerustad: gavinbaker: I'm cool with plurality voting.

skyfaller: wait, how does Wikimedia decide how many people are on the board?

ericbailey: mmm

skyfaller: they say "at least 7", but how many more than 7?

gavinbaker: skyfaller: hold off on that for now.

gavinbaker: so a.) can we decide the procedure now?


 * brendan_ (n=brendan@pool-71-255-241-132.washdc.east.verizon.net) has joined channel #freeculture

gavinbaker: b.) should we decide the procedure now, or just hope the board figures it out?

mllerustad: I vote for plurality voting, by plurality vote. :p

gavinbaker: i think we *should*, but i don't know if we *can* in a timely fashion

gavinbaker: we've spent, what, 45 minutes on this?

mllerustad: Eh, screw it.

mllerustad: If wikimedia doesn't need to specify this stuff...

BrianRowe: my experince on boards is that people work together to make choices and not everything needs to be spelled out.

mllerustad: The Board will decide its own procedures.

gavinbaker: ok, so let's put some text together.

gavinbaker: about how you get a chair.

gavinbaker: and a vice chair?


 * Signoff: ericbailey

skyfaller: ok

gavinbaker: everybody agreed with that -- we'll put together some basic text about how you get a chair and a vice chair, leaving the details of the procedure to the board.

gavinbaker: er-- that was a question

Scudmissil: yeah, that sounds good

skyfaller: anyone on the board can nominate themselves or anyone else on the board

skyfaller: elections are then held by majority vote

peabo: the vice chair should be the one who gets the least number of votes; this gives the chair an incentive to show up at meetings

skyfaller: LOL!

skyfaller: if there's a tie, the tied candidates have to duke it out in OpenArena

mllerustad: *Satan runs FC.o meetings*

gavinbaker: skyfaller++

skyfaller: most frags wins

gavinbaker: but if somebody has high ping and loses due to lag? ;)

skyfaller: OK, if deadlocked board elections turn out to be a problem, we'll just have to amend the bylaws later

gavinbaker: so let's due this in bylaws language

skyfaller: this is simple, let's do it

gavinbaker: Section 1.2. can we rename the title to "Structure of the Board" for clarity? (rather than "Board Structure")

mllerustad: Sure, seconded.

skyfaller: Can we please accept the use of the singular they in our bylaws?

BrianRowe: yes

mllerustad: "The board of directors must have a chair. Any board member can nominate themselves or another board member to be the chair. The chair is elected by the board by majority vote. The chair arranges the time and method of meeting and sets the agenda.

mllerustad: The board of directors also elects a vice-chair, also elected by majority vote. The vice-chair takes on the duties of the chair for meetings that the chair cannot attend."

BrianRowe: great

peabo: the line about quorum should specify that either the chair or vice chair must be present

skyfaller: ... we've now spent an hour and 5 minutes on this *Sigh*

mllerustad: peabo: Sounds good.

mllerustad waits for gavin to write his own redundant amendment instead of voting on this damn edit already

gavinbaker: fine, i've read it, and i still like mine better ;)

skyfaller frags gavin

gavinbaker: do we want to crib wikimedia's responsibilities of the chair?

paulproteus waves

skyfaller: theirs is kind of weird and doesn't seem to mirror our structure

skyfaller: "The Chair shall have general supervision of the affairs of the corporation and shall make reports to the Board of Trustees at meetings and other times as necessary to keep Trustees informed of corporation activities"

skyfaller: WTF does that mean?

mllerustad: It doesn't include leading meetings or anything like that.

mllerustad: Which is the *main* thing we want our chair to do.

mllerustad: I mean, I guess we could crib the signing stuff...

skyfaller: the more bylaws I read the less I feel like we know what we're doing :/

BrianRowe: there chiar appears to be a kind of ED

gavinbaker: skyfaller: cus we don't ;)

mllerustad: skyfaller: the more bylaws I read the less I think ANYONE knows what they're doing

skyfaller: I haven't even thought about who would sign for stuff

skyfaller: *they* haven't thought about who runs the meeting

BrianRowe: I think we need to recruit an outside advisory board to of people who ahve been on boards to meet 2-3 times a year to help us and add soem experinced guidance. I feel a little like this is the blind leading the blind

skyfaller: an advisory board is a great idea and we should have one, but they can't write our bylaws for us

skyfaller: this needs to get done before we can do anything else

peabo: keeping things simple, is there anything noticeably deficient about the rules we have so far? will the board be unable to do anything the first time they meet?

gavinbaker: ok, get ready for paste-dump

gavinbaker: Section 1.2. Structure of the Board

gavinbaker: 1.2.1. Officers of the Board

gavinbaker: 1.2.1.1. Chairperson

gavinbaker: The board of directors shall have a chairperson.

gavinbaker: The chairperson shall be elected by majority vote of the board. Any board member may nominate themself or any other member of the board for vice-chairperson. A board member may accept or decline a nomination. A board member must accept a nomination to be a candidate for chairperson.

gavinbaker: Notwithstanding the bylaws, the board may establish procedures for electing a chairperson.

gavinbaker: The chairperson shall be responsible for: arranging the time and method of meetings of the board, setting the agenda for board meetings of the board, and presiding over meetings of the board.

gavinbaker: The chairperson shall not vote on motions except to break a tie.

gavinbaker: 1.2.1.2. Vice-Chairperson

gavinbaker: The board of directors shall have a vice-chairperson.

BrianRowe: True I will make a spearate proposal about an adverory board so this is not side tracked

gavinbaker: The vice-chairperson shall be elected by majority vote of the board. Any board member may nominate themself or any other member of the board for vice-chairperson. A board member may accept or decline a nomination. A board member must accept a nomination to be a candidate for vice-chairperson.

gavinbaker: Notwithstanding the bylaws, the board may establish procedures for electing a vice-chairperson.

gavinbaker: In the absence of the chairperson, the vice-chairperson shall be responsible for: arranging the time and method of meetings of the board, setting the agenda for board meetings of the board, and presiding over meetings of the board.

gavinbaker: When acting as chairperson, the vice-chairperson shall not vote on motions except to break a tie.

gavinbaker: the rest of the stuff in 1.2 goes in 1.2.2, Procedures of the Board

mllerustad: The specification of the vice-powers seems redundant, but otherwise that looks good.

gavinbaker: we could shorten the 4th paragraph of 1.2.1.2. could be shorten to, "In the absence of the chairperson, the vice-chairperson shall act as chairperson, with the duties and responsibilities of the chairperson."

mllerustad: Sounds good.

mllerustad: Any other objections? Can we RESOLVE: this?

gavinbaker: +1 | resolved

skyfaller: +1

mllerustad: +1

brendan_: +1

paulproteus abstains

mllerustad: Okay, let's do it.

peabo: (I abstain as well; I didn't vote on anything last time either)

gavinbaker: ok, so for the rest of 1.2

gavinbaker: "The board of directors shall consist of an odd number of members no smaller than five and no larger than nine."

gavinbaker: shit, can we skip that for a second? that'll get confusing.

gavinbaker: let's deal with the rest of 1.2 first and then come back?

skyfaller: ok... what do you want to look at?

gavinbaker: BrianRowe: http://wiki.freeculture.org/Talk:Bylaws#Structure:_Advisory_board

gavinbaker: sounds like we can skip it.

gavinbaker: next line is: "At least two-thirds of the board must be present at a meeting for the board to conduct business."

gavinbaker: peabo: there's the quorum ^^

peabo: and either the chair or vice chair must be present

gavinbaker: oh, makes sense. what happens if both the chair and vice chair are gone -- we cancel the meeting?

skyfaller: yeah

gavinbaker: that stinks

skyfaller: well, there's no point to having a chair and vice-chair if we don't need them for the meeting, is there?

gavinbaker: should we just have infinite vice-n chairs?

gavinbaker: i keed, i keed

peabo: what if they both resign? can the board conduct an election?

skyfaller: a chain of succession?

gavinbaker: peabo: you raise a very good point... let me fix that

mllerustad: peabo: The ED calls elections, currently.

peabo: that gets involuted ... what if there is no ED yet?

skyfaller: what if there's no board yet?

mllerustad: what if everyone is dead!~

skyfaller: this whole thing suffers from the bootstrapping problem


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mllerustad gets nuked, along with the rest of fc.o

gavinbaker: oh, we should say that somebody serves as interim chair until we've elected one ;)

peabo: Zombie Free Culture :-)

paulproteu: And more seriously, could suffer from it again if people quit or so on.

gavinbaker: b.) if you have an old chair, the old chair (or vice chair) serves as interim chair during the elections


 * Signoff: ryanfaerman

gavinbaker: a.) if you don't have an old chair (i.e. the very first time), something arbitrary like whoever's oldest.

gavinbaker: it really doesn't matter because it only exists during the very first chair election

skyfaller: sjuer

skyfaller: erm

mllerustad: Sounds good.

skyfaller: sure


 * Signoff: Omnifrog ("Leaving")

BrianRowe: sure


 * Signoff: poningru ("Coyote finally caught me")


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mllerustad: Okay, so we RESOLVE: the chain of succession bit?

gavinbaker: ok, not quite. going back to add in text about when you have elections

gavinbaker: 1.2.1.1. Chairperson

gavinbaker: The board of directors shall have a chairperson.

gavinbaker: The chairperson shall be elected by majority vote of the board. Any board member may nominate themself or any other member of the board for vice-chairperson. A board member may accept or decline a nomination. A board member must accept a nomination to be a candidate for chairperson. The board shall elect a new chairperson after each board election, not including the election of interim board members.

gavinbaker: In the event of the chairperson's resignation, the board shall elect an interim chairperson. Interim board members shall be eligible to stand for election, to nominate, and to vote in in the election of an interim chairperson. The vice-chairperson shall preside over the election of an interim chairperson.

gavinbaker: Notwithstanding the bylaws ...

gavinbaker: new language starts at "The board shall elect a new chairperson after ..." ^^

gavinbaker: with parallel language for vice-chairperson

mllerustad: Sounds good to me.

gavinbaker: interim board member = new member elected when old member resigns during term of board

gavinbaker: interim chairperson = new chairperson elected when old chair resigns during term of board


 * Signoff: poningru (Remote closed the connection)

gavinbaker: (we'll need to specify that in the bylaws)

gavinbaker: i'm uneasy with the vice-chair running the election, if they're also a candidate for chair. but that's a problem with every election

gavinbaker: so are we ok with this language about when to have elections?

skyfaller: fine

mllerustad: Sure.

BrianRowe: yes

mllerustad: Let's move on.


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gavinbaker: ok, so -- do we need to do anything about "person presiding over the election is also a candidate"?

mllerustad: No.

gavinbaker: if so, how do we fix that?

mllerustad: They just hold the meeting. What's the worst they could do?

peabo: they could refuse to hold the election; but in that case they could be removed for cause

mllerustad: peabo: Especially since they're only "interim" for the chair election; they can't do anything else.

gavinbaker: i think this could be a problem, potentially, but it's not something we can fix right now. we'll have to fix it in the indefinite future, if it becomes a problem

gavinbaker: unfortunately

peabo: another edge case: when a board member resigns, there is an even number of members; can the board do anything at that point other than hold an election?

skyfaller: peabo: I agree, removal for cause is probably a good way to handle that

gavinbaker: are we RESOLVED here?

mllerustad: peabo: It has to get a majority.

mllerustad: A six person board requires four votes.

mllerustad: It still has the same powers.


 * Signoff: faceface (Read error: 110 (Connection timed out))

peabo: I was just confused by the language saying that the board must have an odd number 5, 7, or 9

gavinbaker: peabo: right, we're coming to it...

gavinbaker: +1 | person presiding over an election can also be a candidate. (we're not saying anything to the contrary, so by default, it's true.) if it's a problem, we'll have to fix it in the future

skyfaller: sure

skyfaller: +1

BrianRowe: +1

gavinbaker: any other + or -?

gavinbaker: ok, leaving it that way

mark007: I am re-returned.

gavinbaker: let's add removal for cause for officers of the board? + or -

gavinbaker: +1 from me

skyfaller: yeah, same procedure as removing someone from the board entirely

skyfaller: +1

mark007: Gonna backtrack then I might join in.

BrianRowe: +1


 * Signoff: rohitj_ ("Leaving")


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gavinbaker: oh, interesting

gavinbaker: i'm pretty sure we agreed that there should be removal for cause for board members, as there is for chapters

gavinbaker: but we haven't actually added that language yet.

gavinbaker: but when we do, we'll use the same language for removing an officer from their officer-ship

gavinbaker: + or -?

skyfaller: +1 for punting things to the future :P

gavinbaker: +1 from me

BrianRowe: +1

skyfaller: alright

gavinbaker: that'll be 1.2.1.3. Removal for Cause

gavinbaker: ...some of this numbering may bear re-doing when we're done, but we may as well wait to do that.

gavinbaker: ok, so back to the issue of succession... what happens?

gavinbaker: if chair and vice-chair are gone, no meeting, done?

skyfaller: someone just runs the meeting, and if there's a tie then they can't decide that tied issue

gavinbaker: ok, so who is "someone"?

gavinbaker: and we sure we want to have a meeting if both the chair and vice-chair are gone?

gavinbaker: seems like you probably don't want to do much without them in the loop

peabo: should treat it the same as any lack of quorum

gavinbaker: peabo: yeah, that's basically the question, should we just add "either the chair or vice-chair have to be there" as a condition for quorum?

gavinbaker: i lean toward yes, and if both keep missing the meeting, you remove them for cause

gavinbaker: so it can't become too big a problem

skyfaller: removal for cause won't require a meeting?

gavinbaker: ...so when we write the procedures for removal for cause, we need to consider that you should be able to do it without the chair or vice-chair

gavinbaker: *removal of an officer for cause

gavinbaker: even if the chair shows up, you probably don't want the chair running the meeting to remove himself.

skyfaller: yeah


 * Signoff: facefaceface (Read error: 110 (Connection timed out))

gavinbaker: so we don't have to decide the particulars this very moment, but is this framework OK? RESOLVED?

BrianRowe: ok

peabo: for things that require 2/3 or 3/4 approval, is that of all the board members or just of those present?

skyfaller: OK, just mention in the language that if they keep missing meetings they can be removed for cause, per our unwritten procedure

gavinbaker: peabo: it should be "of members voting and present", we'll need to specify that

gavinbaker: ok, backtracking, where were we last?

gavinbaker: ok, so we decided how to deal with a chair and vice-chair not showing up

gavinbaker: what if the chair and vice-chair both resign?

gavinbaker: let's say $arbitrary-person acts as interim chair to preside over the election of replacements

gavinbaker: (we need a flowchart for this!)

skyfaller: can people e-mail or wiki votes on subjects for meetings they know they'll be missing?

peabo: $arbitrary only to elect the chair, who immediately assumes responsibility

gavinbaker: i don't think so, unless the board decides otherwise

gavinbaker: peabo: right

gavinbaker: skyfaller: we should say that only members present can vote, unless the board decides otherwise

peabo: skyfaller: is there a general mechanism for proxy?

skyfaller: ok

gavinbaker: because you don't want people voting on stuff they don't know about, and absent members will miss the discussion

gavinbaker: but there might be a time where the discussion has all happened, and the meeting is just to vote, in which case the board should be able to decide to allow absentee voting, if they so choose

gavinbaker: peabo: i don't think proxy voting should be allowed

mark007: Whew.


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mark007: I'm caught up now, though :-)

BrianRowe: GL with the rest, headed out. I will tread the minuetes later.

gavinbaker: to clarify, i think proxy voting should explicitly be dis-allowed. you don't want non-board members on the board, that's the point of the board :)

gavinbaker: BrianRowe: thx

gavinbaker: OTOH, i think absentee voting should be disallowed, and the board can make exceptions if they choose

skyfaller: OK


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mark007: I agree with gavinbaker, here.

skyfaller: so what are we resolving?

peabo: gavin, by proxy I meant board member A gives a proxy to board member B to vote in his stead

gavinbaker: peabo: right, i'm against it.

peabo: ok


 * Signoff: poningru (Client Quit)

gavinbaker: well, to be fair, there could be 2 kinds of proxy voting: 1 is where anyone can be a proxy, 2 is where only other board members can be proxies

gavinbaker: i'm against both, but hypothetically we could allow one and not the other.


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gavinbaker: is this a point people want to discuss further, or shall we make a resolution?

skyfaller: I guess we need to discuss

skyfaller: sometimes board members will miss meetings through no fault of their own, and they should be able to vote on stuff that has already been discussed

gavinbaker: skyfaller: that can be via absentee voting, not just proxy voting.

skyfaller: stuff that is going to be debated at that meeting they probably should abstain from

skyfaller: ah

skyfaller: I see

gavinbaker: absentee = "I can't be there, here's my vote"

gavinbaker: proxy = "I'm not voting, whatever $person decides is my vote"

skyfaller: yeah, I guess absentee voting is what I support, not proxy voting

skyfaller: let's disallow proxy voting and make some absentee voting provision

gavinbaker: any further comments?

gavinbaker: ok, let's do this individually

mark007: Well, other than the need to discuss the provision...

mark007: No

gavinbaker: RESOLVED: board members shall not be allowed to vote by proxy

gavinbaker: +1 from me

skyfaller: +1

mark007: +1

skyfaller: so how do we want to do absentee voting?

gavinbaker: any other + or - on proxy voting?

gavinbaker: ok, RESOLVED

gavinbaker: next:

gavinbaker: RESOLVED: absentee voting on the board not allowed, except in exceptions as decided by board

skyfaller: wait, how does that work?

gavinbaker: the board decides using their own procedures

skyfaller: this seems important enough that we should decide it now

mark007: Do we want to set a timeline for when it must be approved that $person gets an absentee vote?

gavinbaker: we can't specify *everything*, at least not in a timely fashion. even if we could, it'd be questionable if we want to

gavinbaker: i think that it should be decided in advance whether to accept an absentee vote on a particular motion


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gavinbaker: it can't be decided after the absentee vote has already been voted

skyfaller: agreed

mark007: So, meeting prior?

skyfaller: it would have to be on the agenda in advance...

skyfaller: I dunno about the prior meeting

skyfaller: that sounds too constricting

gavinbaker: well, can the board reach consensus by email before the meeting where the motion will be presented?

gavinbaker: well, what about this

gavinbaker: 1. a board member may request an absentee vote prior to a meeting

gavinbaker: (i'm hesitant to have decision making take place outside of the meetings, so)

gavinbaker: 2. before the vote at the meeting, the board members present shall hear the request for absentee vote and decide whether to accept it

mark007: That sounds good.

gavinbaker: 3. the board member making the request may send their vote to the chair in advance of the meeting. the chair shall not reveal the vote to the board without the requester's consent (so you don't influence the decision about whether to accept the vote)

gavinbaker: 4. if the board accepts the absentee vote, the chair shall present the absentee member's vote, which will count equally with any other vote

skyfaller: OK, that's fine

gavinbaker: it's kinda convoluted, but this shouldn't be happening often anyway

gavinbaker: it should only be very limited circumstances that the board should allow absentee voting

gavinbaker: i don't know how we legislate that, but i think it's ok to just say "in exceptional circumstances, the board can accept this"

gavinbaker: RESOLVED: what we just said? ^^

peabo: at the last meeting, it was decided that the board could approve membership of a new chapter by e-mail; is there any other action the board can do without a face-to-face meeting?

mark007: +1

skyfaller: +1 ... it's the only way to handle the problem of a proposal changing at a meeting, and the absentee vote no longer being up to date

skyfaller: the people present can decide whether the absentee vote is still valid or needs to be ignored

peabo: or the vote gets tabled

skyfaller: true, they can table the vote as well, if they know that the person who is missing has serious objections and they think it's worth waiting

peabo: can a board member attend by telephone?

skyfaller: but if they have quorum and want to move on, then they can vote without the missing member

gavinbaker: peabo: it says the chair decides how meetings take place

gavinbaker: so they can be IRL, or IRC, or phone, or some combination, or whatever -- up to him/her


 * Signoff: skyfaller ("Leaving")


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skyfaller: whoops, wrong button

skyfaller: up to *them* ;-)

gavinbaker: just to clarify about absentee voting, this is for the cases where (1) a board member is missing for a good reason (e.g. unavoidable scheduling conflict) and (2) a motion is well-known and doesn't change substantively, and there's no substantitive discussion that reveals new information, at the meeting

gavinbaker: oh, should we write those conditions in?

skyfaller: might be good to put that language in the bylaws

skyfaller: yyeah

gavinbaker: ok, RESOLVED that we write those conditions into the absentee voting section?

gavinbaker: (of course, whether something is "substantive" is decided by the board when they vote -- there's no external standard or anything)

gavinbaker: +1 from me

skyfaller: +1

gavinbaker: + or - from anyone else?

gavinbaker: ok, i think that's pretty much everything about quorum

mark007: +1

gavinbaker: when it says 2/3 of members, that means we round up to the next member, right?

gavinbaker: like, 2/3 or 7 is 4.666, so that means 5. 4 wouldn't be quite 2/3

skyfaller: yeah, we always round up, and we should say that in the document towards the top

mark007: Yup


 * Signoff: conle1 ("Leaving.")

gavinbaker: er. 2/3 *of 7 (people) = 5 people

skyfaller: all fractions required for voting / quorum in the bylaws should always be rounded up

gavinbaker: how do we put that in bylaws language, and where should it go?

gavinbaker: skyfaller: ^^

skyfaller: maybe we should just mention that the first time we mention a fraction

gavinbaker: just a new article, at the end? it'll stick out like a sore thumb, but it'd be decided, at least.

skyfaller: well, logically it should come before the things it defines

skyfaller: so it should be towards the beginning

skyfaller: like after purposes and goals

gavinbaker: should we just add a Definitions article?

skyfaller: yeah

gavinbaker: before Article III?

skyfaller: yes

peabo: sounds good

gavinbaker: it won't say anything new, it'll just collect terms used throughout and define them

peabo: and it's an excuse to use the word 'hereinafter'

gavinbaker: RESOLVED: insert a new Article III, "Definitions", before the current Article III, and re-number accordingly

gavinbaker: + or - time

skyfaller: +!

gavinbaker: +1 from me

skyfaller: RESOLVED: All fraction requirements for voting or quorum in the bylaws should always be rounded up

skyfaller: and that should be put in the Definitions section

gavinbaker: +1 from me

skyfaller: +1

gavinbaker: more votes on either?

skyfaller: I guess not?

gavinbaker: k, RESOLVED

gavinbaker: any other questions about quorum & related?


 * Signoff: brendan_

gavinbaker: reminder, the original language was: "At least two-thirds of the board must be present at a meeting for the board to conduct business."

mark007: Blast, I keep missing the votes :-) Both would have been +1s :-)

peabo: yes, the issue about e-mail approvals of chapter memberships

gavinbaker: peabo: noted, but that's not really in this section, is it? that's back with the chapter stuff


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peabo: is that the only business that can be carried out by e-mail (it's special because it invoves time deadlines)

gavinbaker: yeah, i think so


 * Signoff: SamRose (Remote closed the connection)

gavinbaker: anybody remember exactly what we decided there?

peabo: perhaps other business could be carried out at the discretion of the chair

gavinbaker: i know it was along the lines of, "if nobody objects in a week, it happens" -- but what if somebody objects? i can't remember

gavinbaker: and i'm afraid to open the log from last week :-/

skyfaller: too bad nobody did minutes

gavinbaker: well, i wonder if it's in RC2

gavinbaker: here it is: "The Board of Directors may vote, either in an official meeting or via email, to reverse the Executive Director's decision to approve the chapter within seven days of the approval."

gavinbaker: so good point, what does it mean to "vote ... via email"?

gavinbaker: http://wiki.freeculture.org/index.php?title=Bylaws_RC2&diff=13398&oldid=13396 | at Line 24

skyfaller: people send votes to the Board mailing list, and if they get enough votes for quorum by the deadline the resolution passes?

skyfaller: otherwise it has to wait until the next meeting?

gavinbaker: well, there's two conditions: (1) enough votes to have quorum, (2) whether the motion passes or fails

peabo: no, it doesn't wait, it either passes or doesn't

gavinbaker: no, if the board doesn't fail the approval, it passes by default

gavinbaker: that's what we decided, so as not to hold up the process of adding new chapters

peabo: the time limit is there for the benfit of the chapter, to force a definite decision

skyfaller: right, in the context of chapters, if the board doesn't actively stop it, the chapter is auto-approved

skyfaller: sorry

gavinbaker: so should we add this to 1.2., as its own section?

skyfaller: there really should be a section in the Board section about voting by e-mail

gavinbaker: "Voting by E-mail (for Chapter Approval)" ?

skyfaller: which we can apply for things other than Chapter Approval if necessary

gavinbaker: i'd like to write it that way, to say that this is the *only* issue where you vote by email

gavinbaker: voting by email is bad news, it's very poor for discussion

skyfaller: sure

gavinbaker: you want people to be informed when they're making decisions

gavinbaker: the only valid trade-off would be for time, which is the case with chapter approval

skyfaller: aren't there things that need to be rubber-stamped other than chapter approval?

gavinbaker: the board shouldn't be dealing with many very time-sensitive issues

skyfaller: that's true

skyfaller: so if e.g. we need to renew the freeculture.org domain name... who decides that? The ED / Facilitator? the proposed core team?

gavinbaker: ideally we'll know about that far enough in the future to approve it at a board meeting

gavinbaker: if we decide it's the sort of thing the board should decide

skyfaller: well, would we let the Core team handle money?

gavinbaker: skyfaller: that's a different question...

peabo: we could get one of those 100-year domain registrations :-) :-)

skyfaller: the reason I thought it might require Board participation is that it requires an expenditure of money

gavinbaker: we need to discuss what the board *does* before we decide this

gavinbaker: so i propose 2 things

skyfaller: peabo: that's a little silly, who knows if domain names will still be relevant a century from now

gavinbaker: 1. we RESOLVE the voting by email procedure above for chapter approval and add a section to IV 1.2

gavinbaker: 2. we postpone further discussion of voting by email until we discuss board duties/powers

skyfaller: OK, sounds fine to me... the details about e-mail voting should be moved to the Board section though, and out of the Chapters section

skyfaller: so that we can point all e-mail voting stuff to the same place, if we add other situations in which e-mail voting is required


 * Signoff: facefacefaceface ("Leaving")

gavinbaker: skyfaller: right, there's not much detail in the chapters section. we'll consider whether to replace what's there with a reference to "the procedure detailed in IV 1.2"

skyfaller: Yeah, I'd like to consider and resolve that now

skyfaller: oh, there isn't much there

gavinbaker: well, all the draft says is "the board can vote via email"

skyfaller: ok

skyfaller: so there's nothing ot move

gavinbaker: so we can just add a reference to "per the procedures in IV 1.2"

skyfaller: sounds good

skyfaller: let's resolve that

skyfaller: +1

mark007: +1

gavinbaker: +1 to all that mess

skyfaller: moving on then

gavinbaker: ok, well, one other thing

gavinbaker: can we say "there's no voting by email until/unless we say otherwise in the bylaws"?

gavinbaker: or should we not specifically ban it until we decide what to do about it?

gavinbaker: i'd rather ban it by default, until we decide otherwise, because i find it very problematic

skyfaller: sure, let's ban it and then we can add exceptions

skyfaller: erm

skyfaller: just say that it's only allowed when specifically noted

gavinbaker: i would say "Voting shall take place only in official meetings except as otherwise noted in these bylaws"

gavinbaker: something like that. that kosher for everyone?

gavinbaker: mark007: courtesy ping | voting going on :)

skyfaller: sure, sounds good for me

gavinbaker: +1 from me

skyfaller: brb, I need to make lunch *sigh*

peabo: by saying "official meeting" does that allow the chair to schedule an email meeting?

gavinbaker: um.

gavinbaker: can we define "official meeting" as "a synchronous form of communication"?

mark007: Sounds good.

gavinbaker: we could also say "real-time" for clarity, says the lunch-making skyfaller

peabo: blurf ... synchronous and wideband ... it's getting dard to specify, but you could quote th reasoning you said a few minutes ago about why email meetings are disallowed except in the case of chapter membership

gavinbaker: we could just add a note that says "E-mail shall not be considered synchronous communication"

mark007: Heh. With as much as we jump in and out, IRC wouldn't even fit that description :-)

peabo: yeah, an IRC meeting could fail because the server cloud becomes disjoint

gavinbaker: oh, we should also say "synchronous communication where every member can directly communicate with all other members"

gavinbaker: to clarify that everybody has to be in the same "room" at the same time, in whatever medium

gavinbaker: i think in a chansplit, you just wait it out ;)

peabo: also, for IRC, can you verify that every member is identified to NickServ by requiring a /msg to vote?

mark007: Ooh.

gavinbaker: peabo: i think everybody should be verified by NickServ, but i don't think that should go in the bylaws

mark007: That is a good poin.

Fear_of_C: ah yeah, we need to make sure that people are who they say they are

mark007: point*

peabo: gavin :-)

gavinbaker: that can be part of the "the board shall adopt its own procedures" umbrella

gavinbaker: to explain what i mean about everyone being able to communicate to everyone

mark007: We could have sham people voting.

gavinbaker: let's say Board Member X can't get online, but they can get to a phone

gavinbaker: X calls Board Member Y, who relays what's happening in IRC

gavinbaker: i don't think X should be considered part of the "official meeting"


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peabo: right, it gets impossibly convoluted

gavinbaker: though Y can relay their comments, and their votes if the board decides to approve an absentee vote

gavinbaker: but they're not in the meeting, for the reason peabo mentions

gavinbaker: s/they're not/X is not

gavinbaker: so, draft RESOLUTION: "An official meeting shall be defined as a meeting held via a form of synchronous (real-time) communication where all members present may communicate directly to all other members present. E-mail shall not be considered a form of synchronous communication."

peabo: I'm a lttl;e spectical that X can vote, since Y may not reliably relay the account of the discussion

gavinbaker: peabo: well, X will be able to see the vote after the fact, and notice if it was relayed improperly

gavinbaker: + or - -- Fear_of_C, mark007, skyfaller ?

skyfaller: +!

gavinbaker: +1 from me

peabo: no, I mean that because the discussion was not necessarily heard by X, X might have voted differently if he had heard

skyfaller: oh, huh

Fear_of_C: I guess

gavinbaker: oh, well, peabo, that has to be accounted for when the board decides whether to accept an absentee vote

skyfaller: yeah

gavinbaker: hopefully this never comes up frequently anyway

peabo: ok

skyfaller: hopefully if that's expected, they won't approve the absentee vote

gavinbaker: Fear_of_C: any comments, questions, sources of hesitation?

mark007: +1

gavinbaker: ok, i think we've sussed out every issue with quorum and voting procedure...


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gavinbaker: yay

gavinbaker: next: "The board of directors makes decisions by majority vote. A tie vote does not pass. Directors may abstain from a vote when they sense a conflict of interest, or for any other reason."

gavinbaker: ok, first sentence: do we need to say anything more about voting?

gavinbaker: i think we should say how you call for a vote

skyfaller: I think that the "definition of fractions provision" clears a lot up

Fear_of_C: ok, when it says may abstain, are there any circumstances when they must abstain (ie conflict of interest)

gavinbaker: Fear_of_C: i agree, we should require them to abstain in a conflict. but let's deal with that sentence when we get there :)

gavinbaker: we should specify how you call a vote, like we specified how you nominate someone for chair

gavinbaker: usual procedure is 1. one person call for a vote

gavinbaker: 2. another person seconds the vote

gavinbaker: 3. you vote on whether to vote

gavinbaker: if a majority agrees, then you proceed to the vote

skyfaller: can we skip 3?

skyfaller: it just seems like unnecessary bureaucracy

gavinbaker: skyfaller: if you want to encourage thorough discussion, you should require a majority vote before you move on, not just a "vote" by 2 members

skyfaller: I guess discussion is good

gavinbaker: the "vote" in 3 (on whether to vote on the motion) is non-debatable

gavinbaker: if you get a motion to vote and a second, you just vote up-or-down whether to proceed to voting to pass or fail the motion

skyfaller: and if people are uncomfortable with the quorum, e.g. all of the people on one side are absent but you still make quorum, then that would be a valid reason to want to postpone a vote

gavinbaker: if the motion to proceed to a final vote fails, then you go back to discussion

gavinbaker: people can also make motions to table an issue until later, of course

gavinbaker: or you can keep discussing until people feel more comfortable passing or failing it

gavinbaker: it's the Robert's Rules way :D

skyfaller: sigh... i probably should read that someday

peabo: at NESFA we have some restictions on how this can be done; for instance you can't amend the motion but you can withdraw it and re-move the revised motion (the bylaws refer to Robert's Rules of Order but don't seem to talk about this specifically)

gavinbaker: skyfaller, keep hanging around lawyers and boards and you almost certainly will end up doing so

gavinbaker: peabo: i don't quite follow you, can you explain what you mean?

peabo: during the discussion someone may say they think the motion should be changed ... by withdrawing the motion, rend re-mving it, it is clear what is actually being voted on

gavinbaker: ok... that seems compatible with what we've got

gavinbaker: so... everybody understand the voting procedure proposed? any questions?

skyfaller: OK, so if you want to change the proposal, you have to re-move it

skyfaller: and the 3 step procedure Gavin propose

skyfaller: *proposed

skyfaller: let's resolve that

skyfaller: can we get actual language?

gavinbaker: well, what peabo said doesn't have to actually be written in anywhere

gavinbaker: and i'm not sure that writing it in would make it more clear, actually

gavinbaker: i think it'll just happen naturally

gavinbaker: like here -- "before we vote, can we see the new language again?"

skyfaller: sure

peabo: if there is a clerk, the clerk reads the motion as it was recorded in the minutes

peabo: before the vote takes place


 * tvol H0n=timothy@adsl-69-232-239-95.dsl.pltn13.pacbell. Timothy Vollmer


 * ryanfaermaH0n=ryanfaer@crlspr-69.65.71.237.myacc.net Ryan Faerman


 * skyfaller H0n=nelson@wikipedia/Skyfaller Nelson Pavlosky


 * Omnifrog H0  n=Omnifrog@c-68-60-206-179.hsd1.tn.comcast.net Omnifrog


 * poningru H0n=poningru@ip72-209-65-174.ga.at.cox.net Eldo Varghese


 * Fear_of_C H0 n=nick@cpe-66-65-84-36.nyc.res.rr.com gaim


 * ScudmissilH0n=Scudmiss@192.195.230.33 Andy


 * mllerustadH0 n=mllerust@c-69-143-179-58.hsd1.va.comcast.net Karen Rustad


 * gavinbakerH0n=gavin@c-69-143-179-58.hsd1.va.comcast.net Gavin Baker


 * peaboH0n=peabo@c-24-147-25-140.hsd1.ma.comcast.net Peter Olson


 * tannewtG0 n=scott@gentoo/developer/tannewt Unknown


 * mark007H0n=mark007@pool-71-101-200-240.tampfl.dsl-w.veriz Mark


 * jli G0  i=jli@gateway/tor/x-b0f63977e720e7f0 Jli


 * klepas G0n=klepas@unaffiliated/klepas Pascal Klein


 * ftobia H0 n=chatzill@ool-18bb9b30.dyn.optonline.net Frank Tobia


 * Ax3 H0n=ax4@rada.voodoohosting.com ax4


 * K`TetchH0n=ktetch@adsl-074-166-105-206.sip.asm.bellsouth. K`Tetch


 * [autonomy]H0 n=autonomy@c-71-232-117-225.hsd1.ma.comcast.net auto


 * danjared H0n=danjared@HOW-ABOUT-A-NICE-GAME-OF-CHESS.MIT.ED D. Jared Dominguez


 * paulproteuG0 i=paulprot@29.145.221.202.bf.2iij.net Asheesh Laroia


 * _sj_ H0 n=sj@wikipedia/sj sjk


 * freeculture End of /WHO list.

skyfaller: (Gavin is writing proposed language)


 * Signoff: tvol

gavinbaker: uh, try this: The board of directors makes decisions by majority vote. At any time in discussion of a proposal, any board member may move to call the question; any other board member may second this motion. A motion to call the question is non-debatable and may not be amended. The $clerk shall read the proposal to the board. The board shall then vote on whether to call the question; if a majority of the board votes to call the

gavinbaker: question, the board shall proceed directly to voting on whether to approve the proposal. If a majority of the board does not vote to call the question, the proposal shall revert to debate.

peabo: do we want a requirement for there to be a clerk at meetings? it seems to be the most effective way to ensure that accurate minutes are kept

gavinbaker: peabo: yeah, we sort of avoided that question, it's on the list of things to come back to

peabo: it's the question that may not be amended, not the motion to call the question

gavinbaker sighs | I forget all the special terms for this stuff

gavinbaker: peabo: well, by default, any motion is amendable

gavinbaker: so i could move to call the question

gavinbaker: you then propose an amendment to my motion to call the question, to change that motion to a motion to go to lunch

gavinbaker: that would be allowable unless we say otherwise...

gavinbaker: so the motion to call the question should be non-debatable and non-amendable

gavinbaker: if you pass the motion to call the question, then the question is also non-debatable and non-amendable (debate and amendments close at that point)

peabo: ok

gavinbaker: i.e. "proceed directly to voting, do not pass Go, do not collect $200"

gavinbaker: (in other news, these bylaws are a hack job, but this is better than nothing)

gavinbaker: so... i pasted some language above. + or - ?

peabo: and because the clerk reads the possibly revised motion, everyone knows what they are voting about; sounds fine to me

gavinbaker: for now let's say $clerk is the chair

skyfaller: ok, then that's fine

skyfaller: +1

gavinbaker: +1 from me

gavinbaker: are we done with the first sentence -- "The board of directors makes decisions by majority vote." ?

skyfaller: sure

skyfaller: ok, I want to propose that for the Board meetings we follow Robert's Rules wherever the bylaws don't specify anything

gavinbaker: i agree

gavinbaker: if the meetings are synchronous that's easy schmeasy

gavinbaker: hopefully you never have to consult Robert's Rules, but at least there's an answer to any possible question that might ever arise about procedure

gavinbaker: http://en.wikipedia.org/wiki/Robert%27s_Rules_of_Order

gavinbaker: so we'll add a sentence at the end of this section that says "The board shall be governed, in order of precedence, by these bylaws, the rules and procedures of the board, and by Robert's Rules of Order."

gavinbaker: RESOLVED, + / - ?

gavinbaker: the lunch-making skyfaller says +1

gavinbaker says +1

gavinbaker: what say ye?

mark007: +1

mark007 knows a little bit about parliamentary procedure. Enough to loathe it, but to accept it as necessary :-)

gavinbaker: ok, in it goes

gavinbaker: ok, next sentence: 'A tie vote does not pass.'

Ax3 stretches

mark007: I don't think it should ever happen, unless the chair abstains, but that sounds fine to mee.

mark007: I'm all for resolving that.


 * brendan_ (n=brendan@pool-71-255-241-132.washdc.east.verizon.net) has joined channel #freeculture

skyfaller: hm... something is funny with our internet connection


 * Signoff: skyfaller (Read error: 104 (Connection reset by peer))


 * Signoff: gavinbaker (Read error: 104 (Connection reset by peer))


 * skyfaller (n=nelson@c-69-143-179-58.hsd1.va.comcast.net) has joined channel #freeculture

mark007: I guess that leaves just me and Ax3 and peabo to decide upon the bylaws...

mark007: :-)

skyfaller: whoops, sorry folks


 * gavinbaker (n=gavin@c-69-143-179-58.hsd1.va.comcast.net) has joined channel #freeculture

mark007: Rats, they're back.

skyfaller: our internet burped

gavinbaker: lulz

gavinbaker: can anybody post what happened in like the last $time, when the connection was pwnt?


 * mllerustad_ (n=mllerust@c-69-143-179-58.hsd1.va.comcast.net) has joined channel #freeculture


 * Signoff: mllerustad (Read error: 113 (No route to host))

peabo: starting where?

mark007: 17:41 ok, next sentence: 'A tie vote does not pass.'

mark007: 17:44 * Ax3 stretches

mark007: 17:45 I don't think it should ever happen, unless the chair abstains, but that sounds fine to mee.

mark007: 17:47 I'm all for resolving that.

mark007: 17:49 -!- brendan_ [n=brendan@pool-71-255-241-132.washdc.east.verizon.net] has joined #freeculture

mark007: 17:49 hm... something is funny with our internet connection

gavinbaker: ok, sorry.

gavinbaker: yeah, we've said the chair can break ties, so it seems fine to leave this

gavinbaker: any other thoughts on this?

skyfaller thinks no thoughts

gavinbaker: RESOLVED: leave it

peabo: no, but it seems like we need to decide how much more time to spend today

gavinbaker +1

mark007: +1

gavinbaker: peabo: i'm cutting out in like an hour, tops

skyfaller: RESOLVED: 'A tie vote does not pass.' <- this language is fine

skyfaller: +1

gavinbaker: ok, next

peabo: ok, and maybe more use of the wiki for disussion is called for?

gavinbaker: "Directors may abstain from a vote when they sense a conflict of interest, or for any other reason."

gavinbaker: i'd rather say "Board members" than "directors", for clarity / consistency

gavinbaker: + / - ?

skyfaller: fine, but you'll have to make sure that's consistent throughout the bylaws

gavinbaker: noted

gavinbaker: RESOLVED: to always refer to members of the board of directors as "board members", not "directors"

gavinbaker: +1

skyfaller: +1

gavinbaker: k

skyfaller: weird... gavin's messages aren't reaching me

skyfaller: are other people seeing Gavin's messages? or my messages, for that matter? ;-)

peabo: I see sjyfaller, gavin, mark, and myself, but not karen


 * Signoff: ryanfaerman

peabo: (if she's talking)

skyfaller: she's not, she's left


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gavinbaker: damn it

paulproteu: I'm reading but pretending not to.

paulproteu: I don't know what that counts for.

gavinbaker: as i tried to say

gavinbaker: per Fear_of_C, we should say board members must abstain in the event of a direct conflict of interest

gavinbaker: and they can also abstain for any other reason

gavinbaker: so the new language would be: "Board members must abstain from voting in the event of a conflict of interest. Board members may also abstain for any other reason."

gavinbaker: RESOLVED: ^^ ?

skyfaller: +1


 * Signoff: jli (Remote closed the connection)

gavinbaker: +1 from me

gavinbaker: k... resolved, i guess

gavinbaker: the only thing left in 1.2 is the number of board members (backtracking)

gavinbaker: "The board of directors shall consist of an odd number of members no smaller than five and no larger than nine."

skyfaller: and that's the big one

skyfaller: I'm honestly not sure how to resolve this one

peabo: what is the beef?

skyfaller: how do we make sure that there is competition for all the Board seats, while allowing the board to grow and shrink in size?

skyfaller: who decides what size the board should be?

paulproteu: Doesn't this mean that if <=9 people run, they'll all get seats?

peabo: well, the lower limit of 5 seems pretty sensible

paulproteu: But if < 5 people run, then we're all doomed.

paulproteu: But if >= 10 people run, there are meaningful elections.

skyfaller: yeah, it seems rather fragile

skyfaller: and if we have 9 people running, they shouldn't all get auto-elected


 * christopher (n=christop@c-69-253-126-113.hsd1.nj.comcast.net) has joined channel #freeculture

peabo: if less than 5 run, waybe we deserve to be doomed -- you need to have a certain amount of enthusiam in the organization to get anything done

paulproteu: I think that's bunk.

skyfaller: but you can't just say "if only 4 people run, we auto-dissolve the organization"

skyfaller: the first obvious fix is to allow for 3 board members

skyfaller: we had 3 the first time we had a board

skyfaller: and I think that would be an acceptable minimum

paulproteu: I think that if the organization has only three people who want to do national things because everyone else is active locally, we might be okay.

skyfaller: exactly, paulproteus

skyfaller: but we still have the problem of making sure that seats are contested


 * christopher is now known as cbudnick

peabo: with three, all decisions other than majority have to be unanimous ... it seems a little strange to me though I don't see any specific reason why

skyfaller: well, it's less than ideal, but it's still fine

peabo: what stops working if the board doesn't make any decisions?

skyfaller: you have no way to resolve big, long-term questiosn

skyfaller: *questions

skyfaller: short-term smaller questions can still be resolved elsewhere in the organization

skyfaller: so it's ok for the board to stop operations until an interim board member can be elected

peabo: how many chapters are there now?

skyfaller: peabo: good question, we won't know until we re-register in the next few weeks

peabo: I think thta bears on the question of whther we should be able to depend on getting 5 good contested seats

cbudnick: what is the current schedule, are there going to be elections before the fall semester, or are we too far behind?

cbudnick: (maybe this was discussed earlier today)

skyfaller: cbudnick: we're one week behind, maybe a little more... so it depends on when your semester starts, I guess

cbudnick: september

skyfaller: the schedule hasn't slipped too much, we should be able to hold elections by the end of August if we don't slip more


 * Signoff: gavinbaker (Read error: 110 (Connection timed out))

cbudnick: (i think it's the 17th and the 3rd

cbudnick: )

peabo: elections by email? let's see, have to reregister the chapters and establish who in each chapter says what the vote is?

skyfaller: peabo: we have over 20 chapters, I think

paulproteu: Pshaw!

paulproteu: You make us blush!

skyfaller: peabo: forget about whether it's practical to get 3 or 5 or whatever contested seats... that's an empirical question that will change as circumstances change.

skyfaller: there are two questions before us: (1) what happens if we run out of board members, and (2) how do we decide how many board seats there are? also, how do we keep the seats contested while allowing the size of the board to shrink/expand?

skyfaller: I guess that's really three questions, but the last two questions are related

gavinbaker: right, and it's not given that we want to allow the board to shrink/expand

gavinbaker: we just want elections contested, a reasonable size for the board to do work, and opportunities for people to be involved

gavinbaker: whatever achieves those criteria best is what we want

peabo: there could be a difference between the ideal size of the board and the size needed to function (which could be 3) where if the actual size is less than the ideal size there should be a campaign to get more members

skyfaller: well, realistically if the org expands to like 100 chapters, we should be able to add members to represent more points of view

skyfaller: within some limits

gavinbaker: what about this:

gavinbaker: what does it really matter if we fail?

gavinbaker: i mean -- do we need to account for that now?

gavinbaker: why not leave it in the hands of whoever's left?

gavinbaker: fail as in, fail to get enough board members (for whatever definition of $enough)

skyfaller: well, to some extent we're already specifying what happens when the org goes under... we currently say all funds go to the EFF, although there are some comments about that provision

skyfaller: some more details might be useful

skyfaller: but we could just trust in our remaining members to honorably wrap up our business

gavinbaker: i think that's the better option atm

gavinbaker: we've got a lot more to do than worry about something that's so hypothetical

gavinbaker: frankly there's a more immediate question in deciding the board's size

skyfaller: ok, let's not worry about what happens when we run out of board members, then

skyfaller: and move on to the question of deciding the board's size

gavinbaker: we could add the question of "what happens if we don't have enough?" to the list of questions to be considered in the indefinite future

gavinbaker: can we RESOLVE that?

skyfaller: well, hold on

skyfaller: do our bylaws state that a board with less than the required number of members is an invalid board?

skyfaller: like, if we require 5 members, and 1 person resigns from a 5 member board, and they can't find anyone to run for the position of interim board member....

skyfaller: can the remaining 4 members still act to wrap up our business?

skyfaller: if they can, then we don't really have a problem, in the sense that the org isn't broken

gavinbaker: i think we should clearly say that whoever's left can at least wrap up business

gavinbaker: i mean, what is there to wrap up? the bylaws say, if we go kaput, everything goes to EFF

gavinbaker: other than that, what is there? the "assets" are disposed of

skyfaller: well, who knows what obligations we may pick up... if we did succeed in hiring an executive director / facilitator, there may be unpaid paychecks

gavinbaker: i guess it's better to plan for the unexpected

skyfaller: we might owe fees for e.g. merchandise

gavinbaker: so how do we say "if we get pwnt, whoever's left can still run stuff"?

skyfaller: who knows

gavinbaker: and what if there's one 1 person left, or something like that?

peabo: there could be a dispute about how long the organization can be < 5 board memebers before it is declared kaput

skyfaller: well, first I'd like to amend the required board members to 3

skyfaller: b/c 3 is really an OK number

peabo: that sounds like a safe thing to do

skyfaller: but if it goes below that, we could specify that after a certain time period the org should close up shop

skyfaller: and just leave it up to whoever is left to implement that

gavinbaker: well, what do you mean by "required"?


 * Signoff: cbudnick

skyfaller: good question

skyfaller: I don't really know

skyfaller: we won't elect less than 3 board members

peabo: and we should explicitly state a number which is desired in the sense that elections are called for if the number of board membrsr is too small ... that way it is unlikely to fall as low as three

gavinbaker: ok. right now, we say 5 is the minimum. what happens if we have an election, and less than 5 eligible people run?

skyfaller: so perhaps if by the time we reach the next general election, i.e. the next school year, we can't find 3 people to run for the board, then it's time to pack up and go home

Ax3: lol mark007

Ax3: I can't decide bylaws cuz Im not technically a member of uf.fco

gavinbaker: Ax3, nobody's counting. comments welcome

skyfaller: Ax3: you probably shouldn't vote, but we welcome your input

peabo: skyfaller: or else the organization makes no long term decisions until it can be reinvigorated ... that's why I asked what stops working if the board does nothing

Ax3: poningru, pong by the way

Ax3: ok fellas :)

skyfaller: I don't really konw

skyfaller: *know

peabo: there could be some other definition of organizational failure that triggers the diposal of assets

gavinbaker: right, we should specify what happens that triggers the self-destruct

gavinbaker: though that's later in the bylaws

skyfaller: OK, so you want to say that the board can't make decisions if it drops below 3 members?

peabo: yes

skyfaller: and then allow the org to continue running anyway until it hits some other definition of dysfunctionality?

gavinbaker: wait. if it hits <3, that triggers self-destruct -- is that what you meant, peabo?

peabo: and that it should have N members (like 5 for example) so that it probably won't drop to 3

peabo: no, no self-destruct, just a hiatus of decision making until it successful elections

paulproteus sniffles at fc.o hitting a heart

peabo: so we say, we want 5 board members (call for elections is < that) but the board functions if it only has 3, and it suspends itself if < 3

Ax3: lol i was just gonna say that paulproteus

gavinbaker_ hears zelda music

Ax3: might be a sign im irc-ing too much ...

gavinbaker: peabo, so when is self-destruct triggered?

gavinbaker: what happens when the board is "suspended"?

peabo: by some other cirerion about the health of the organization (I don't have a suggestion)

peabo: suppose the organization continues to do what the board has decided before, then it is still working even though it doesn't make new desisions for a while

peabo: gack, typing way too fast :-)

skyfaller: (gavin is actually playing a Zelda mashup song on his computer now)

gavinbaker: from vgmix!

gavinbaker: peabo, so the board never meets again until it gets more members?

peabo: yes

gavinbaker: what happens if it never gets more members?

peabo: then the organization continues along in with the same mission it had when the board was working, but there is an active campaign to get more board members

gavinbaker: ...and if it never succeeds?

paulproteu: How will you know it never succeeds?

paulproteu: Is "after seven years" the definition of "forever"?

paulproteu: After two hours? Five months?

gavinbaker: paulproteus: life + 75 years?

peabo: ultimately it depends upon the chapters being satisfied with what is being accomplished


 * cbudnick (n=christop@c-69-253-126-113.hsd1.nj.comcast.net) has joined channel #freeculture

paulproteu: gavinbaker_, So long as it's retroactively renewable by people who don't understand the effect of renewing it, I'm all for it.

peabo: really, you have to assume there will be *some* enthusiam for having the organization

skyfaller: this whole conversation is bizarre


 * Signoff: cbudnick (Client Quit)

skyfaller: I guess my feeling is that the board should still be able to meet and decide to close up shop

skyfaller: otherwise by the time you hit <3 board members, it's too late to decide

paulproteus sniffles again

peabo: that's why you want to set an idea membership size > 3

peabo: ideal

gavinbaker: but what if everyone stops caring? do we just stick around, potentially letting unscrupulous people populate the board (because nobody's voting, since nobody cares), or just sit on our assets rather than giving them to someone useful?

skyfaller: yeah, the unscrupulous people option is the one I worry about

skyfaller: it would suck if FC.o became an astroturf group or something bizarre

peabo: ok, you could say the organization dissolves if there is less than 3 for two years in a row

gavinbaker: ...are we in any position to decide something?

skyfaller: we have to make sure that the remaining people can close down the organization before it's populated by weird or unscrupulous people

gavinbaker: i don't feel like i'm any closer to understanding what to do.

gavinbaker: despite our best efforts

peabo: well, even with a size of 5 there could still be an unfriendly takeover

gavinbaker: if there are at least 5 (non-shady) candidates, that means that people still care, so they'll vote against any shady candidates

skyfaller: I guess that's why it's important to make sure that seats are contested

gavinbaker: but if the org just continues in perpetutity long after anyone has stopped caring, there'll be no one to vote out the moles

skyfaller: we shouldn't have uncontested elections ever

gavinbaker: *ever again

skyfaller: right :)

peabo: I guess I can't think of anything else to add

skyfaller: OK, so (1) the board should hold elections if it drops below 5

peabo: oh, except that an upper limit of 9 seems sensible too, because a board that is too large may have difficulty deciding anything

gavinbaker: well, doesn't the board always hold elections if it loses a member?

skyfaller: the board does always hold elections if it loses a member, that's true

gavinbaker: yeah, i have no interest in touching the upper limit of 9 atm


 * Signoff: brendan_

skyfaller: sigh

skyfaller: OK, so there were two questions we were talking about: (1) what to do when we start running out of board members, and (2) how to decide the board's size

skyfaller: have we made any progress on either question?

gavinbaker: well, we raised some interesting points about (1), but i don't feel much closer to an answer

peabo: a criterion for increasing the size might be that there is evidence that all the existing board seats are well-contested

peabo: meaning that additional seats would not be filled by default

skyfaller: ... as long as you don't remove the contested nature of the board seats by increasing it :)

skyfaller: yeah

skyfaller: it def shouldn't be auto-increased ever

peabo: yeah, I don't think increasing the size should be an automatic thing

peabo: we're back to "who decides the size" ... maybe one a year the chapters get to vote by a 2/3 majority or something?

peabo: one/once

peabo: to take effect the *following* year

skyfaller: no, not for the following year

peabo: because?

skyfaller: the next year the candidate lineup would be different

gavinbaker: hmm, interesting. i guess you have to hope there are still enough candidates next year

skyfaller: there may be too many candidates this year, and not enough the next year

gavinbaker: but i can't figure out how you'd vote to change the board size in the same year


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skyfaller: you'd have to vote on the size of the board first, then the board members themselves

peabo: well, also because you don't want to cherry-pick the candidates during the current year election by rigging the board size

skyfaller: that's the only way to decide it by chapter vote


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peabo: I wonder how much variance in enthusiasm there would be from one year to another -- one problem would be if several baord members become non-students at the same time

peabo: (whether or not they are eligible thay may still want to do other things)

skyfaller: man, these bylaws are such a pain

peabo: teh bylaws only reflect reality

gavinbaker: why don't we do the simplest thing

gavinbaker: set the board at a fixed number

gavinbaker: if it turns out to be a problem, someone can amend it in the future

skyfaller: alright

skyfaller: I'm with gavin

peabo: good idea, how about 5?

skyfaller: 5 is great

gavinbaker: so, 5, 7, or 9, take your pick

skyfaller: it's 5

gavinbaker: if there's a lot more candidates than 5, then there'll be good evidence to raise it next year

skyfaller: we won't have enough competition if we set it higher

skyfaller: gavinbaker_: agreed

gavinbaker: i'm satisfied calling it 5 for now

skyfaller: alright

skyfaller: that satisfies (2)

skyfaller: what about (1)

skyfaller: are we just ignoring that problem?

gavinbaker: i think that's the best option we have for now

gavinbaker: unless someone comes up with a brilliant solution

gavinbaker: i haven't heard one that works well yet

skyfaller: OK, so even if 3 members resign, we'll let the board carry on?

peabo: perhaps we should see what happens the first year before deciding (1)

skyfaller: yeah, I guess so

gavinbaker: let's just hope we don't run into (1) right away

gavinbaker: if we run into (1) we got bigger problems

skyfaller: I think we won't run into (1) right away

skyfaller: let's assume that when members resign, they'll hold elections and new people will run

peabo: I would be really discouraged if we can't get 3 members

skyfaller: if necessary, the remaining board can prod people into running

gavinbaker: we'll put (1) on the list of things to solve some day, but not now

skyfaller: so we've solved (2), and we're ignoring (1)

gavinbaker: everybody ok with that?

skyfaller: well, we could consider (1) solved too

peabo: +1 (if I'm eligible -- this vote seems more important to me)

gavinbaker: sure, it's "solved"

gavinbaker: the same way that throwing crap under your bed was a "solution" to "clean yer room"

skyfaller: I figure if things go down the tubes, they could get the remaining chapters to accept an amendment to allow them to clean things up or whatever

peabo: I have more science fiction books than shelf space, so I but them in boxes :-)

peabo: put

gavinbaker: skyfaller, if it's that bad, you might just stop ignoring the law

skyfaller: yeah

skyfaller: alright

skyfaller: let's consider them solved and move on

gavinbaker: er... delete "stop" from my last comment

skyfaller: so we're done with "Board structure"?

gavinbaker: ok. so 1.2 is fixed! totally and completely.

skyfaller: good riddance

gavinbaker: i gotta go, at this point

skyfaller: alright

peabo: gavin, your hour is up!

gavinbaker: 5 hours is plenty for one day :-/

skyfaller: someone paste the log

skyfaller: and we'll call it a day

peabo: I have a contiguous log, where do you want me to put it?

gavinbaker: http://wiki.freeculture.org/2007-08-05/log

peabo: ok

skyfaller: peabo: thank you :)

skyfaller: you're my hero

gavinbaker: geez, this was a slog

gavinbaker: ok, we can't wait another week to do this again, we gotta ramp it up so we can pound this out

gavinbaker: how soon can we meet again?

skyfaller: let's meet again Tuesday

peabo: I'll wear my yellow DefectiveByDesign anti-DRM suit next time

skyfaller: How about 9 pm EDT on Tuesday?

peabo: ok

gavinbaker: peabo, me too! http://alifelongsong.livejournal.com/66610.html

gavinbaker: tuesday @ 9 sounds ok to me

gavinbaker: it'd be awesome if more people had used the wiki in the past week

skyfaller: argh, let's do 8pm

skyfaller: I forgot that these meetings take forever

peabo: well, why don't you put out a call to participate in the wiki?

skyfaller: if we start at 9 we won't be able to go long enough

skyfaller: peabo: people left comments on the wiki, and never showed up to talk about them

skyfaller: I think we've had enough wiki participation, really

peabo: some stuff has already been posted that related to the agenda for tuesday, right?

skyfaller: comments don't do any good if people don't show up to reach consensus

peabo: true

gavinbaker: at this point, we don't need more comments on the wiki, we need better comments

skyfaller: trust me, this meeting method is the quickest way to write these by-laws, any other method will take even longer

gavinbaker: people to sort through and start summarizing what's there

gavinbaker: it's all a mess now and very time-consuming to make sense of

skyfaller: we can reach agreements in synchronous meetings much faster

peabo: 8 pm, I will be away from keyboard but I can be recoding as long as the channel is open before 6 pm

gavinbaker: if we don't have synchronous meetings, we'll never reach agreement, skyfaller

skyfaller: gavinbaker_: agreed

gavinbaker: peabo, #freeculture is open 23/7/365 :D

skyfaller: peabo: this channel is always functional barring massive freenode failure

peabo: ok


 * cskaterun H0 n=cskateru@cpe-72-130-168-207.san.res.rr.com Chris Barna


 * brendan_ H0n=brendan@pool-71-255-241-132.washdc.east.verizo Brendan


 * gavinbakerH0n=458fb33a@bmw.hnvc.net [458fb33a] CGI:IRC User


 * mllerustadH0 n=mllerust@c-69-143-179-58.hsd1.va.comcast.net Karen Rustad


 * skyfaller H0n=nelson@wikipedia/Skyfaller Nelson Pavlosky


 * Omnifrog H0  n=Omnifrog@c-68-60-206-179.hsd1.tn.comcast.net Omnifrog


 * poningru H0n=poningru@ip72-209-65-174.ga.at.cox.net Eldo Varghese


 * Fear_of_C H0 n=nick@cpe-66-65-84-36.nyc.res.rr.com gaim


 * ScudmissilH0n=Scudmiss@192.195.230.33 Andy


 * peaboH0n=peabo@c-24-147-25-140.hsd1.ma.comcast.net Peter Olson


 * tannewtG0 n=scott@gentoo/developer/tannewt Unknown


 * mark007H0n=mark007@pool-71-101-200-240.tampfl.dsl-w.veriz Mark


 * klepas G0n=klepas@unaffiliated/klepas Pascal Klein


 * ftobia H0 n=chatzill@ool-18bb9b30.dyn.optonline.net Frank Tobia


 * Ax3 H0n=ax4@rada.voodoohosting.com ax4


 * K`TetchH0n=ktetch@adsl-074-166-105-206.sip.asm.bellsouth. K`Tetch


 * [autonomy]H0 n=autonomy@c-71-232-117-225.hsd1.ma.comcast.net auto


 * danjared H0n=danjared@HOW-ABOUT-A-NICE-GAME-OF-CHESS.MIT.ED D. Jared Dominguez


 * paulproteuG0 i=paulprot@29.145.221.202.bf.2iij.net Asheesh Laroia


 * _sj_ H0 n=sj@wikipedia/sj sjk


 * freeculture End of /WHO list.

skyfaller: so 8pm is fine? arrriving late is OK, these meetings move slow anyway

gavinbaker_ grumbles

gavinbaker: 8 pm tuesday it is

skyfaller: I never want to write bylaws ever again

skyfaller: I'd much rather stab myself in the face

peabo: I have it on good authority that FC events always start late

skyfaller: or chew on glass

gavinbaker: ok, i'm out.

gavinbaker: thanks everybody

gavinbaker: we got some stuff done, yay

skyfaller: peabo: thanks for coming

gavinbaker: but we have a lot more to do, boo

gavinbaker: see everybody on tuesday, whee


 * Signoff: gavinbaker_ ("CGI:IRC")

Log file closed at: 8/5/07 7:17:31 PM