Second revision of OBF Bylaws, part 1 #28

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@hlapp
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hlapp commented Sep 26, 2016 edited

This set of proposed revisions to the OBF Bylaws makes the following changes:

  • Remove the Parliamentarian officer, and reassigns (or removes, see
    below) their roles.
  • Removes Nominating Committee, and simplifies nomination process.
  • Simplifies process for Bylaws review by giving authority on how to
    conduct the review to the Board.

The revision maintains all first (Article) and second (Item) level numbering so as not to possibly change a reference (external or internal) to an Article or Item it was not originally meant to reference. Therefore, rather than renumbering subsequent items, deleted items are maintained but listed as Removed. This also helps to clarify the diff between versions.

@hlapp hlapp Second revision of OBF Bylaws, part 1.
This set of proposed revisions to the OBF Bylaws makes the following
changes:

* Remove the Parliamentarian officer, and reassigns (or removes, see
  below) their roles.
* Removes Nominating Committee, and simplifies nomination process.
* Simplifies process for Bylaws review by giving authority on how to
  conduct the review to the Board.

The revision maintains all first (Article) and second (Item) level
numbering so as not to possibly change a reference (external or internal)
to an Article or Item it was not originally meant to reference. Therefore,
rather than renumbering subsequent items, deleted items are maintained but
listed as _Removed_. This also helps to clarify the diff between versions.
d02d75b
2. Term of Office.
a. The term of office for Directors shall begin after the conclusion of the Board meeting at which they are elected.
b. Directors shall serve for a term of 2 (two) years and shall hold office until their successors' terms begin.
c. Directors may be elected to and serve another consecutive term upon the end of their term of office (see Article IV).
3. A majority of Directors shall, at its option, declare the seat of a Director to be vacant if that Director is absent for 2 (two) consecutive Board meetings (as defined in Article II), or fails to remain a member in good standing for a period of more than 4 (four) weeks.
4. Any Director shall be removed by a 2/3 (two thirds) majority vote of the Board of Directors.
5. All resignations from the Board shall be presented in writing, whether in electronic or paper form, to the Board of Directors.
-6. When a vacancy occurs, the Nomination Committee shall appoint a successor to fill the remainder of the term of office. The successor shall be confirmed by the Board of Directors by majority vote.
+6. _Removed_.
@peterjc
peterjc Sep 27, 2016 Member

Should this clause be rephrased with the board nominating a successor?

@hlapp
hlapp Sep 27, 2016 Member

In the past successors have always undergone the same nomination and election process as everyone else, so it's unclear when a special treatment should apply and why. If it's not a special treatment, it's redundant. So it's in light of that that I propose to remove the item.

@nlharris
nlharris Sep 27, 2016 Member

Sounds reasonable.

- (2) Chair the Nominating committee.
- (3) Chair the Bylaws Review committee.
- e. Board Member(s) at Large
+ (5) Serve in the role of Project Liaison, with the rights and obligations conveyed by this role, to Software in the Public Interest, Inc. (SPI), while OBF is an associated project of SPI.
@peterjc
peterjc Sep 27, 2016 Member

This is clear on the expanded diff view on GitHub - we are proposing the SPI Project Liaison role be switched from the OBF President to the OBF Treasurer.

-1. These bylaws shall be amended by a 2/3 (two-thirds) majority vote of the Board of Directors at any meeting of the Board, provided the quorum is met and that prior written or email notice has been given to the membership (as in Article II, Item 4).
-2. These bylaws shall be reviewed every 2 (two) years by the committee convened and chaired by the Parliamentarian and 2 (two) active members of the OBF nominated by the Parliamentarian.
+1. These bylaws shall be amended by a 2/3 (two-thirds) majority vote of the Board of Directors at any public meeting of the Board, provided the quorum is met and that prior written or email notice has been given to the membership (as in Article II, Item 4).
+2. These bylaws shall be reviewed every 2 (two) years by a special committee convened by the Board of Directors.
@peterjc
peterjc Sep 27, 2016 Member

Should we say the committee might just be the full board? Or is this sufficiently flexible as written?

@hlapp
hlapp Sep 27, 2016 Member

The special committee can be the full Board, but it doesn't have to be; my intent was to give the Board latitude.

@peterjc
peterjc Sep 27, 2016 Member

OK, thanks.

@sbliven
sbliven commented Sep 29, 2016

+1 This does remove some checks to the power of the board, but I think that given the size of our organization and the practicalities of filling all the positions that it's a good idea.

OBF Bylaws.md
-2. Elections of officers and Directors shall be held at the annual Board of Directors meeting. Elections to the four Officer positions by the membership may also be held during a time of no more than the four weeks leading up to the annual Board of Directors meeting. Nominations made at least 60 (sixty) days prior to this annual meeting are eligible for inclusion on the election ballot at that meeting. This requirement may be waived by the majority of the Board of Directors.
+1. Nominations
+ a. Nominations for the Board of Directors may be made by the general membership at any time throughout the year by email to any Board Member.
+ b. The names of Board Member candidates shall be presented to the general membership prior to holding the election, with at least the same advance notificiation period as pertains to public Board meetings (see Article II, Item 4).
@cbrueffer
cbrueffer Sep 29, 2016

notificiation -> notification ?

@hlapp
hlapp Sep 29, 2016 Member

Good catch!

@peterjc peterjc merged commit b6e7e34 into master Oct 4, 2016
@hlapp hlapp added a commit that referenced this pull request Oct 5, 2016
@hlapp hlapp Updates rendered versions of the Bylaws after changes.
Re-rendered the HTML and PDF versions of the Bylaws after merging in the
changes (#28 and #29) that were approved at today's public Board meeting.
01979fc
@hlapp hlapp deleted the bylaws-revision2p1 branch Oct 5, 2016
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