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Web Ballot
Ballot D-051101

BOARD OF DIRECTORS
Bylaw Amendments

GIAC Bylaws were last amended in June 2000. However, a review of historical meeting minutes reveals that additional amendment proposals were accepted by the Board since that time but never put before the Membership for approval.

In addition, newer amendments proposed below are designed to permit a core group of active GIAC Principals and willing volunteers to continue the pursuit of GIAC's mission despite nonfeasance by some Directors and the ongoing lack of volunteers for committees, classes support, and other non-technical activities.

[This Director ballot seeks the Board's authorization to put all the amendment proposals detailed below before the Membership for approval. The Member ballot is planned to be identical to this ballot in every respect except for the removal of this paragraph.]

Neil McLeod
Chair, Legal Committee

Proposal 1 - New procedure to inactivate/reactivate incommunicado Members

Proposal 2 - New procedure to terminate incommunicado Members

Rationale:
These proposals address the problem of Members who move away or otherwise vanish, leaving no forwarding address by which they can be reached. GIAC then perpetually tries to reach these people with notices of meetings and activities, efforts to return their Cooperative membership fee, etc., incurring unnecessary postage expense, maintenance of membership lists, and general administrative hassle. These absentee Members must also be counted when determining quorums and calculating voting percentage levels.

Note:  "Absentee" Members should be distinguished from Co-op Only Members; i.e., those Members with valid local postal addresses who do not subscribe to GREENBELT.COM Internet service but who are entitled to participate in the affairs of the Cooperative.
 

Proposal 1

Current text:   Article III Section 1 - Conditions of Membership
Membership shall be open to any person, firm or organization who abides by the membership agreement and pays the dues and fees as established by the Board of Directors. Such membership agreement as established by the Board of Directors shall be uniform in its application to all members. No services shall be provided by the Cooperative to nonmembers except as provided for by the Board of Directors. Payment of such dues and fees is a condition precedent to membership in the Cooperative. The Board or the Membership Committee may suspend, without prior notice, a member's service for interference, if such suspension, is in the opinion of the Board or Membership Committee necessary to protect the integrity of the service provided by the Cooperative; however, a member shall be given notice of such suspension for interference as soon as reasonably possible after such suspension and the suspended member's service shall be reinstated within 24 hours after the interference is eliminated and the Membership Committee approves such reactivation. A reactivation fee may apply as set by the Board. The Board, upon unanimous approval, may suspend a member after 30 days' notice for failure to pay member's dues and/or fees or comply with the membership agreement. If suspended, the member may be reinstated, after having corrected the condition of non-payment or non-compliance, upon unanimous approval of the Board.

Proposed text:   [append to text above]
In the event a Member becomes incommunicado for a period of 120 days, with respect to the Member's postal address as it appears on the books of the Cooperative, the Board of Directors may declare the membership inactive. Inactive Members shall have no vote in the management of the affairs of the Cooperative and shall not be considered in determining the number of Members who are entitled to vote. The Member may reactivate an inactive membership by providing a current postal address. [Preceding language proposed by 2000 Legal Committee] This provision may be applied retroactively. [Proposed by Neil McLeod]

YES   NO   ABSTAIN
Comments:



Proposal 2

Current text:   Article III Section 1 - Conditions of Membership
[see text in Proposal 1 above]

Proposed text:   [append to text above]
In the event a membership remains inactive for a period of 245 days, the Board of Directors may declare the membership terminated and the Member’s financial interest in the Cooperative forfeited. Any balance remaining in the capital account of a terminated membership, including membership equity, shall be transferred to the Cooperative’s general fund. This provision may be applied retroactively. [Proposed by Neil McLeod]

YES   NO   ABSTAIN
Comments:


Proposal 3 - Reduce the Board’s quorum requirement

Proposal 4 - Reduce the portion of Members to remove a Director

Rationale:
These proposals address the chronic problem of Director nonfeasance, which stymies the coordination and completion of tasks, wastes time and materials, and erodes the attitude of those who are trying to do their jobs and to advance GIAC’s mission. Failures have occurred lately in the Director responsibility areas of e-mail response, ballot response, meeting attendance, and voice mail monitoring. To reliably achieve a quorum for meetings and electronic ballots, either the number of Directors needed to constitute a quorum must be reduced or non-participating Directors must be removed.
 

Proposal 3

Current text:   Article IV Section 6 - Quorum
At any meeting of the Directors a majority shall constitute a quorum for the transaction of business, but if less than said number is present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.

Proposed text:   [replace text above]
At any meeting of the Directors one-third of the entire Board of Directors shall constitute a quorum for the transaction of business, unless there are only two or three Directors, in which case two will constitute a quorum, or there is only one Director, in which case that one will constitute a quorum; but if less than said number is present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice. [Proposed by Neil McLeod - language taken from the Annotated Code of Maryland, Section 2-408]

YES   NO   ABSTAIN
Comments:



Proposal 4

Current text:   Article IV Section 9 - Removal of Directors
Any or all of the Directors may be removed by vote of two-thirds of the Members of the Cooperative.

Proposed text:   [replace text above]
Any or all of the Directors may be removed by vote of a majority of the Members of the Cooperative. [Proposed by Neil McLeod]

YES   NO   ABSTAIN
Comments:


Proposal 5 - Modify the Membership Committee’s chair requirement

Proposal 6 - Modify the Audit Committee’s chair requirement

Proposal 7 - Modify the committee staffing requirement

Rationale:
These proposals address the chronic problem of an insufficient number of Principals and volunteers to staff committees. Relaxing the normally-stringent committee staffing requirements when needed may allow the affairs of the Cooperative to proceed even during difficult times.
 

Proposal 5

Current text:   Article IV Section 13(a) - Membership Committee
The Directors shall at the annual meeting appoint a Membership Committee of no less than three members, chaired by the System Administrator. All membership initial service connections and service connection changes shall be subject to approval by the Membership Committee. The Membership Committee shall have authority, with approval by the Board, to suspend service to any member whose service connection or usage thereof adversely interferes with the service of other members of the Cooperative or users of the Internet. A member's service may be reinstated if so approved, after review, by the Membership Committee.

Proposed text:   [replace the first sentence above with the following]
The Directors shall at the annual meeting appoint a Membership Committee of no less than three members, one of which shall be a Director. [Principle of this proposal (but not specific language) was accepted by the Board after the 2000 Annual Membership Meeting]

YES   NO   ABSTAIN
Comments:



Proposal 6

Current text:   Article IV Section 13(b) - Audit Committee
The Directors shall at the annual meeting appoint an Audit Committee of no less than three members, chaired by the Vice President. The Audit Committee shall audit the financial and membership records of the Cooperative for the fiscal year ending, as kept by the officers of the Cooperative, and prepare a written report on the audit for presentation, within 90 days of the close of operations for the fiscal year, to the Board. Required components of the audit report shall be defined from time to time by the Board.

Proposed text:   [replace the first sentence above with the following]
The Directors shall at the annual meeting appoint an Audit Committee of no less than three members, one of which shall be a Director. [Principle of this proposal (but not specific language) was accepted by the Board after the 2000 Annual Membership Meeting]

YES   NO   ABSTAIN
Comments:



Proposal 7

Proposed text:   Add Article IV Section 13(e) - Alternate Committees
In the event less than three members can be found to staff any committee, or if a committee member designated in this article cannot serve, the Board, by resolution, may appoint any willing Member(s) of the Cooperative to serve as a committee of one or two. Each such committee shall serve at the pleasure of the Board. Any action that normally would be designated to the full committee shall be reserved, in the case of a committee of less than three members, to the Board. [Proposed by Neil]

YES   NO   ABSTAIN
Comments:


Proposal 8 - Clarify the procedure to alter the bylaws

Rationale:
This proposal addresses an apparent conflict of provisions in the Bylaws.
 

Proposal 8

Current text:   Article III Section 8 - Quorum
At any meeting of members five percent of the members or fifty members present in person, whichever is less, shall constitute a quorum. [...]

Current text:   Article XI - Amendments
These bylaws may be altered, amended or repealed and new bylaws may be adopted by a vote of a majority of all the members, at any annual members' meeting or at any special members' meeting when the proposed amendment has been set out in the notice of such meeting.

Proposed text:   [replace Article XI]
These bylaws may be altered, amended or repealed and new bylaws may be adopted by a vote of a majority of the Members voting, at any annual Members' meeting or at any special Members' meeting when the proposed amendment has been set out in the notice of such meeting. [Proposed by Neil McLeod]

YES   NO   ABSTAIN
Comments:


Proposal 9 - Clarify the procedures for voting by electronic ballot or postal mail

Rationale:
This proposal clarifies and reinforces the equivalence of voting (by Directors and Members) in special meetings and voting by other approved means.
 

Proposal 9

Current text:   Article XII Section 1 - Voting
Voting by electronic ballot or postal mail is allowed if approved by the Directors.

Proposed text:   [append to text above]
Unless otherwise prescribed by statute, such alternative voting procedures shall comply with notice requirements provided in these bylaws for special meetings of the Board or Members and all business transacted thereby shall have the same force and effect. [Principle of this proposal (but not specific language) was accepted at the 2000 Annual Membership Meeting]

YES   NO   ABSTAIN
Comments:


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Director's Email Address:  
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Voting deadline for this ballot:
Send any questions to: Secretary Terry Henderson


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