A proposition to change staff's voting rights - open discussion

[Radien]

Okay... long post is long!

I responded to Con Chair Mike at the end of the post, so if you only want the "business" portion (plans for the meeting), skip to the bottom. The rest of this post is discussion of the proposal as before.

What happened this year would not have been helped at all by the general membership electing more people. What happened this year was tragic, and caused the board to remove someone for the first time. Before that, I had a personal argument with a director that got out of control. It really wouldn't have mattered who elected whom... unless the staff did not elect any of those that were involved, there was no one person that caused all of what happened...

No, it wouldn't have prevented it, at least not directly. That's not really what I'm aiming at. The problem that a number of staffers have had is that we want to know what is going on, at least enough to know who is doing their job well, and feel like far too much is going unsaid. Sometimes things happen that couldn't have been predicted, but the trick is to prevent recurring problems by making sure people are in the the right positions of responsibility.

That doesn't necessarily mean removing and/or shunning anyone who makes a mistake. Sometimes people just have their forte`, and need to stick to it.  And sometimes people just get addicted to volunteering. They end up doing so much that it's not healthy for themselves, and sometimes it affects how well they do their job. Occasionally it causes burnout, something I'm sure we've all seen happen.

Really, I think the biggest argument against this motion, in any form, is the fact that those most qualified to determine whether someone is doing his/her job are those that work with/for that person. None of the 4 positions currently appointed by the board have any staff, and all they do, is work with the board. Therefore, the board should have the right to appoint and remove those people. As the legal authority behind the con, the board is responsible for the year, and the life of the organization. Waiting for a staff consensus to remove the secretary is only going to hurt the con, not help it. Sure, who elects that person doesn't really matter that much (except in the fact that the staff can't be expected to review credentials, or properly prepare said candidates for what the job really entails)... but who removes them does very much matter. And because legally the board can't remove them, then... we have a flaw.

The Board may not be able to remove staff-elected Officers on their own, but think about this: the Board consists of 9 members, which is also a healthy chunk of the staff vote.  Furthermore, it takes a 2/3 vote to remove an Officer. If 2/3 of the Board is in agreement that an Officer should be removed, the staff are likely to heavily consider their opinion. After that, the Board only needs to win over half of the staff... probably less than that, in fact, since the Board would be voting on the matter as well.

Also, I think the current system already has a significant flaw: each Board Officer has their own additional responsibilities as a Director, but whether they have their own staff or not, all 9 Directors get a vote, excluding the founders. Currently, 4 out of the 9 voting Board members are appointed by the other 5 voting Board members.  That means that nearly half of the voting members on the Board are distanced from the staff membership by two degrees of separation.

Personally, I think we should have a system that puts diminishing returns on decision-making power: the further away from the source of the authority (the voting members), the less power they have to override those that are closer to the point of origin.

In that respect, perhaps 7 staff-elected Board members and 2 Board-appointed members would be a good way of doing that. Perhaps the revised amendment might end up being more balanced thanks to negotiation and compromise. This is why I like involving more people... I'm quite imperfect, as are we all, but we can account for each other's shortcomings in a constructive way.

The meeting part of the board electing it's remaining members should be semi-public, to allow for "greater transparency". Or, at the very least, as Steve said, the board should release something after the fact basically summarizing their elections. The biggest problem is going to be maintaining some semblance of "executive privilege" and the idea that the board should be able to speak freely about something without having to worry about offending someone down the road (which is why, you won't be seeing any video/audio recordings of board meetings =P). So, if we do the "summary" thing, we're going to have to work with Steve, or Tofu, or you, to figure out what you'd like to see in said "report", so that we don't have to try to figure it out and then be potentially wrong.

I mostly just wanted to hear about the people who ran and didn't make it, just so it's more widely known that they are taking an interest. Maybe that way someone can scoop them up and get them involved elsewhere in the con, to keep us from losing good people.

If that separate proposal is going to confuse things at the coming meeting, however, I might just "can it" until after the con. I'd rather not waste people's precious pre-con meeting time on something that would only be relevant after the elections.



RemSavarem:

You've made a great number of useful suggestions, and I don't think I could do justice to them by attempting to respond in detail.

But I can second a few of your thoughts: a lot of what you said definitely reflects what I've seen among the non-profit organizations in which I've participated, including conventions and other groups. Also, I agree we should put an emphasis on expanding job descriptions, mediating conflicts, and using the con's resources to get professional advice, such as legal matters and moderation.

As soon as I invent a teleporter, I'll loan it to you so you can stop having to worry about the basic matter of transportation to meetings.

Actually, it just occured (or reoccured) to me that we're down to two changes.

I think it would be pretty simple at this point to separate this into a vote for the VP to become staff-elected (or remain board-appointed), and another vote for the Secretary.

I'm all for the VP becoming Staff-Elected at this point, but I'm halfway on where the Secretary should be.  I think that this opinion is probably not unique, and would like to be able to see (in the form of a vote) where others stand on the issue.

I think your idea has merit. Perhaps we could vote on the current amendment, and then if it does not pass, see about voting on the two positions separately? I've already finalized my proposal, you see, and I don't want any confusion.

I don't think there will be any problem with your follow-up proposal, but the question is whether the Board will allow that vote to occur at this Saturday's meeting, in the interests of time.

My proposal is to get this out of the way at the start of the meeting.  We will have a 30 minute deadline for debate with speakers limited to two minutes per person.  Jo will help run this part of the meeting and keep us on track.  At the end of the thirty minutes we will vote, and see where that takes us.  Irrespective of the outcome, we will then move into the normal general meeting and stay focused on this years con tasks.

Well, I did say we could get it done in 30 minutes, though I'd admit I was being particularly optimistic. I guess I will have to suck it up and hope I was right. I am very happy about the 2-minute rule, just because it would get more people talking while encouraging them to stay on-topic and avoid redundant statements. I'm glad you've decided to assign someone as a moderator... the biggest problem with starting a staff discussion is that there are so many of us, and we never know which direction the discussion will take.

Just to make sure I comply with these rules myself, I'll take care to quickly run through the vital details right off the bat, and then limit myself to answering questions directed specifically at me during the all-staff discussion. The finalized amendment flier should be pretty useful, too, so I'll bring extra copies.


(Edited for typos....as usual)

[Radien]

Is there any way I can vote via proxy? I'm out of state and I won't be able to make it to the meeting.

 I think that this a very important issue that I've tried to make a stand for before and I would like to make my vote count on this one.

Hmmm... Skype, perhaps?

Do Skypers get to exercise their voting rights? Sarah's been the only one to Skype in repeatedly, and there hasn't been occasion for a vote in that time.

[TomtheFanboy]

In order to allow proxy votes we would have to amend the bylaws.
This is a bad time to do that.

Radien, please take a stand with your proposal. You've had enough time to negotiate and attempt to placate your naysayers. Your proposed amendment has already been altered by more than 50% and at this point.

Everyone is still allowed to voice their opinion as many ways as they want and as many times as they want but I think that you've been more than generous in your willingness to compromise. Don't feel obligated to back down anymore.

[Radien]

I could always send a confidential email to Staze (because the secratary usually takes the votes?) and hopefully that could be counted. Or someone could give me a phone call when it's voting time and I could tell it to him.

Well, the thing is, that method wouldn't fly at an election, so I don't think it'd fly for a proposal. The reason I suggested Skype is because that would make you a participating staff member, and you'd be able to hear the discussion that goes on at the meeting, and not just what we've talked about in this thread.

That's just my suggestion, though. We'd best hear from a Board member for a more official answer on whether Skype counts as "proxy."

In order to allow proxy votes we would have to amend the bylaws.
This is a bad time to do that.

Radien, please take a stand with your proposal. You've had enough time to negotiate and attempt to placate your naysayers. Your proposed amendment has already been altered by more than 50% and at this point.

Everyone is still allowed to voice their opinion as many ways as they want and as many times as they want but I think that you've been more than generous in your willingness to compromise. Don't feel obligated to back down anymore.

I've already finalized my proposal, Tom. I'm not uploading another copy, for which I'm relieved, because it's a pain in the rear. What DancingTofu was talking about was his own separate proposal, or at least that's how I'm treating it.

As for discussion, well, I feel obligated to do my best to communicate with everyone who wants to discuss my intent and purpose. Though I didn't respond to everyone, I at least read every post in this thread. (phew...)

[staze]

The Board may not be able to remove staff-elected Officers on their own, but think about this: the Board consists of 9 members, which is also a healthy chunk of the staff vote.  Furthermore, it takes a 2/3 vote to remove an Officer. If 2/3 of the Board is in agreement that an Officer should be removed, the staff are likely to heavily consider their opinion. After that, the Board only needs to win over half of the staff... probably less than that, in fact, since the Board would be voting on the matter as well.

Also, I think the current system already has a significant flaw: who gets a vote. Each Board member has their own responsibilities, but whether they have their own staff or not, all 9 (non-Founding) Directors get a vote. Currently, 4 out of the 9 voting Board members are appointed by the other 5 voting Board members.  That means that nearly half of the voting members on the Board are distanced from the staff membership by two degrees of separation.

Only going to respond to this section... cause the rest really is pretty self explanatory.

I'd like to point out, that, while you are correct in that the board vote does account for a good chunk of the staff vote, and that when the board says "we think this", it does weigh very heavily with the staff, requiring a staff vote to remove someone means time lost while waiting for a meeting for removal, all the while said director that should be removed either continues to misbehave, or not do his/her job. Right now, we pretty much have a standing policy, and law requires, a decent amount of notice for meetings. And votes for removal must be conducted at meetings specifically called for that purpose (you can't remove someone at a general meeting that doesn't have "removal" as a (the) primary agenda item). Legally.

An idea that got tossed around last time we were working on bylaws was to remove voting rights from some of the board appointed positions. This would be particularly poignant in the case of a chair appointed, board approved position as to prevent the chair from having "two votes". Ultimately, I'm on the fence about removing the vote of say, the secretary, or the treasurer/FL. While yes, it does prevent stacking of the board, it also diminishes the point of those positions. They really are meant to be "insular" in some ways. The managing directors are there to serve their staff. Programming is going to fight for Programming's rights, Ops for theirs. And that's not a bad thing... it's what they're there for. To fight for their department, and make sure they run smoothly.

The Treasurer and Secretary are really there to make sure that the con is going to actually happen, and survive. If Programming and Ops get together, and decide they want to double their budgets because it would be "cool", someone has to be able to say "look, that's a bad idea" or "are you crazy, that would bankrupt us!!". Or Programming wanting to provide food for all the attendees... the FL and Treasurer are going to say "ummm, food would cost $42/person... that's kinda a lot of money for 4k people". The 3 of them (Secretary, Treasurer, and FL), really work for the "con" as a whole... which isn't just the staff, but rather the corporation, and the idea of the con. It's a bit difficult for me to explain outside of that abstract way I look at it.

The majority of the board, is still staff elected. And the staff place in them the trust to run the con... which means, they trust them to elect those remaining positions. I don't know if anyone remembers board meetings from last year, but they were seldom without contention. Do you think that the 5 staff elected directors could honestly all agree, 100%, on who to have in what positions? And if they did, would that be a problem? If the 5 of them all agreed on that, then the 4 extra votes (if they feel liable to the ones that appointed them) don't change the results. However, if those 4 people were elected for the positions they were meant to fill, then they were elected to be able to do their jobs... and say "no" when someone asks for money that we don't have (Treasurer), or say "sure" when we need to file state paperwork (Secretary), or say "Catering is going to be $42/person for the VIP dinner" (Facilities Liaison) at which point, the treasurer's head explodes, but Relations says "okay, I have that in my budget" while the treasurer lays there bleeding.

The board has a knifes edge to walk of being able to get along quite well, and being able to tell each other when they're wrong. I'm not saying that isn't possible with staff elected directors in all those positions... but I would wager that the balance would shift quite a bit.

At this point, my gut feeling would be, move the VC to staff elected, and leave it at that. Then propose to the board that it needs to consider these issues with the bylaws drafting process, as well as address your (and others) concerns with regards to this year's board elections meeting, and the inherent lack of transparency.

I think I'm done with the topic until Saturday. If you have anything you'd like me to respond to, you all should know how to email me (secretary@kumoricon.org). Now, I'm going to get some sleep.

Have a great Friday everyone! And if you're in the Valley, please, stay cool. It's going to be hot tomorrow (today). See you all Saturday.

[staze]

Is there any way I can vote via proxy? I'm out of state and I won't be able to make it to the meeting.

 I think that this a very important issue that I've tried to make a stand for before and I would like to make my vote count on this one.

EDIT!!!

Okay, so, what I just said is wrong. Our bylaws do not say one way or the other... and, Oregon Law, Chapter 65, Section 65.231, does say that Proxies are allowed unless the bylaws do not allow them specifically.

So, to do it...

      65.231 Proxies. (1) Unless the articles or bylaws prohibit or limit proxy voting, a member may appoint a proxy to vote or otherwise act for the member by signing an appointment form either personally or by the member’s attorney-in-fact.
      (2) An appointment of a proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes. An appointment is valid for 11 months unless a different period is expressly provided in the appointment form.
      (3) An appointment of a proxy is revocable by the member.
      (4) The death or incapacity of the member appointing a proxy does not affect the right of the corporation to accept the proxy’s authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises authority under the appointment.
      (5) Appointment of a proxy is revoked by the person appointing the proxy:
      (a) Attending any meeting and voting in person; or
      (b) Signing and delivering to the secretary or other officer or agent authorized to tabulate proxy votes either a writing stating that the appointment of the proxy is revoked or a subsequent appointment form.
      (6) Subject to ORS 65.237 and any express limitation on the proxy’s authority appearing on the face of the appointment form, a corporation is entitled to accept the proxy’s vote or other action as that of the member making the appointment. [1989 c.1010 §64]

So basically, you would have to give the proxy a signed affidavit saying they had the right to vote for you. And that would be valid for 11 months (in our case, until the end of elections since you would cease being a member at that time), or until you attend a meeting, or you revoke it yourself.

If, however, you are talking about remote voting, via Skype, email, PM, aim, etc. I'm going to have to say that's not allowed. Taking part via Skype is fine... but I have no guarantee you are Patrick King over Skype... and therefore, no idea whether your vote is honest.

Obviously, you have no guarantee that your Proxy would vote the way you wanted either... but... that's the risk taken. =/

If you do appoint a Proxy, they will need to get me that affidavit before the vote is taken.

[DancingTofu]

All that said, I have a question for whomever would decide it:
If this amendment does not pass, and I repropose it as two separate amendments immediately following the vote, would we be able to hold an immediate vote without discussion, since the discussion content would be the same (people have already and will continue to discuss separate positions as separate positions)?  I can make sure to bring a printed copy of the relevant section of the bylaws, before and after, for each amendment if that would be needed.

Due to the phrasing in the bylaws, I'm pretty much sure it would be legal to hold a vote during the same meeting as when it is proposed, as long as the proposal and the vote are separated by at least an instant.  The fairness of voting on it at that same meeting is easily implied.


Regarding proxies, would a proxy be able to vote, and also put in a vote for the person they are acting as a proxy for, even in a case where the votes differ?  If so, Patrick, I'd be more than happy to act as a proxy for you if you can get the affidavit to Staze in time and you wish it, and promise that I would honor your actual opinion on the matter to the best of my ability.  If not, you'll need to find someone else.

[staze]

Whether we vote on your amendments would be up to Mike, since it really is a time issue. We have the con to plan... voting on these things, that could have been brought up months ago, is kinda preventing con work from happening. =/

And, as far as you being Proxy... there are a couple issues. One, he would need to get me the affidavit before you vote. Either by giving it to you, or by giving it to me. That makes it kinda hard given the time frame...

Also, the only way you could really have TWO disparate votes would be if we voted via ballot, rather than acclamation (voice vote) or affirmation (hand vote).

Mañana.

[superjaz]

If you do appoint a Proxy, they will need to get me that affidavit before the vote is taken.

okay so just walking this thru, so I understand it right,
so I type out a page saying that I give (i duno lets say Vallie) Vallie the right to make my vote for me at the meeting that is occuring on saterday august the 16th, and sign it and date it and vallie sign and date it, give it to valle and then she gives it to you.
is that good enough? do i need to do anything else?
 Do I need a witness to sign as well, do I need a notery to indorce it? cuz Its friday night that might be a bit hard to do on a weekend

[RemSaverem]

Jaz/Staze:
As someone who lives far away and usually doesn't have spare $, I too would be appreciative if there could be put into place, and advertised, some formal criteria for voting proxies.

Among the considerations:
--handwritten only, or typed but hand-signed?
--handed in in person only, or handed in by email (an upload with a real signature) or fax okay?
--notarized? witnessed? (good questions, Jaz!)
--okay for other votes, but not elections? or also for elections?
--by how far in advance do they need to be handed in?
--will the secretary need to verify their legitimacy? e.g., through a follow-up contact and/or comparison to signature on staff form?

Steve: Definitely keep me high on the list for the teleporter! Thanks for the compliments/accord, and feel free to PM me later with whatever. Miss you!

Staze: I'm with you on the following points:
(a) There exists the possibility that some positions could be rendered as having official voice-but-no-vote status on the Board.
(b) There will be times and issues wherein the individuals who have the most crucial data on which to base certain fiscal and fiduciary decisions are the Secretary, the Treasurer, and/or the Facilities Director.
(c) Therefore, potentially scary financial consequences could emerge if the Secretary, Treasurer, and/or Facilities Director positions are demoted to not having votes on the Board.

However:
(c) realistically most likely would only come true if the other directors, who are staff-elected (or will be, if the proposed change around VP passes), either:
 (1) fail to bother to become aware of the potential dire consequences of their votes before voting--which would constitute negligence on their part;
(2) fail to care about the potential dire consequences before voting--which would constitute malfeasance on their part;
(3) are insufficiently informed by the Secretary, Treasurer, or Facilities Director before their vote, due to disorganization or lack of information gathering by the S,T, and/or FD--which would constitute neglect on the part of the S,T, and/or FD;
(4) and/or are deliberately misinformed by the S, T, or FD--which would constitute malfeasance on the part of the S, T, and/or FD.

Trust me; I have lived through the aftermath of the equivalent of each of these types of situations, in various of my non-profit experiences. None of us want to go there! Any of these, committed either frequently enough or on a matter serious enough, or a financial, legal, or publicity level serious enough, could end the con--for a year, or permanently. Really.


Is it possible that any of these 4 major FUBARs could occur? Absolutely.
Should we guard against such? Absolutely.
Is it likely that such could occur? --Not if we've done a good job of researching, documenting, and clarifying (a) what each job description entails;
(b) prerequisites for each job;
(c) qualifications of each applicant;
(d) the voting process most likely to prevent situations such as the above.

Given this, imho, what is logically up for debate is which of the following, individually or in combination, is most likely to provide a genuine safeguard:
(a) Maintaining status quo with regard to which positions are staff-elected vs. board elected vs. board or chair appointed;
(b) Maintaining status quo, other than with regard to vice-chair;
(c) Rendering all Board positions staff-elected;
(d) Opening the election portions of Board meetings to staff (for voice but not vote);
(e) Maintaining status quo vis-a-vis elections, but rendering Board-elected and/or Board-appointed positions voice-but-no-vote within the Board.

Other hypotheticals within the realm of possibility (though I can't presently speak to their plausibility nor to their desirability) would include:
(f) Have all Board meetings that are not Executive Sessions open to attendance by non-Board staff:
(1) anyone who can make it, or
(2) specific staff invited by the Board for specific reasons;
(g) Within those meetings, have:
(1)  those non-Board staff eligible to have voice but no vote; and/or
(2)  those non-Board staff eligible to have vote but no voice;
Re: (g) (1) or (2), these could be in general, or just on items particular to their department. For example, say the Board had to work on something particular to Gaming, and the Programming Chair invited the Gaming Coordinator and empowered that person to invite the person they've appointed  for the given subsection up for discussion, e.g., say, DDR....Say there was a big financial pinch, and the Board had to decide if they could afford to run another DDR tourney, and needed a sense of just how ardently popular and well-attended such was in the previous years....These non-Board staff either might be given the floor only to inform the Board (e.g., provide facts and figures from prior years, but not opinions); or they might be given the floor to advocate to the Board (with their personal values/ opinions); but not given a vote; this would be voice-but-no-vote. Or they might not be given time to address the Board, but be allowed to be silently present to witness the vote, without participating in it. Or they might not be given time to address the Board, but would be allowed to participate **only in the vote particularly relating to their specific area of work for the con**. That would be vote-but-no-voice.

Hm, I guess I can be relied upon to complicate discussions to some degree, LOL!

[melchizedek]

I won't be able to make it to this meeting because of work, but I'll be voting for your proposal in spirit Raiden (seeing as it is too late for proxy)

[COMaestro]

I'd like to point out, that, while you are correct in that the board vote does account for a good chunk of the staff vote, and that when the board says "we think this", it does weigh very heavily with the staff, requiring a staff vote to remove someone means time lost while waiting for a meeting for removal, all the while said director that should be removed either continues to misbehave, or not do his/her job. Right now, we pretty much have a standing policy, and law requires, a decent amount of notice for meetings. And votes for removal must be conducted at meetings specifically called for that purpose (you can't remove someone at a general meeting that doesn't have "removal" as a (the) primary agenda item). Legally.

Isn't it possible for the Board to suspend a Board member's position temporarily? I know the Secretary and Facilities Liaison were both suspended from duties for a month or so this last year, but I wasn't present and didn't know if this was a staff vote, board vote, or just a decision made on the spot. If so, however, then a staff-elected board member would be unable to do any further damage. Someone would be put into place while they are suspended and things move on until a vote for removal. I don't really see any time lost here.

[Radien]

Isn't it possible for the Board to suspend a Board member's position temporarily? I know the Secretary and Facilities Liaison were both suspended from duties for a month or so this last year, but I wasn't present and didn't know if this was a staff vote, board vote, or just a decision made on the spot. If so, however, then a staff-elected board member would be unable to do any further damage. Someone would be put into place while they are suspended and things move on until a vote for removal. I don't really see any time lost here.

Correct me if I'm wrong here, but I think the suspension might have been Board-requested but voluntary, since both parties were cooperative (at the time). My memory of the language used is hazy, though, since it's been more than six months since that meeting.

Other than that, thanks for all the posts, and I'll see you all at the meeting.

[RemSaverem]

Sorry to have been unable to be there in person....how'd it go?
What's the next step -- for staff, Board, anyone with interest generally in elections and/or bylaws?

[Radien]

Sorry to have been unable to be there in person....how'd it go?
What's the next step -- for staff, Board, anyone with interest generally in elections and/or bylaws?

As of about 30 minutes ago, the vote was to table discussion until the next meeting, which will be the election in October.  Guy made the motion to table after all staff were allowed to speak, and it passed.

DancingTofu wanted to make his alternate version of the proposal, but since he said that it would be directly regarding this proposal the Board counted it as part of the motion to table (probably to prevent confusion, and I agree with the Board on that one).

(Edit: It seems that the way we're treating DancingTofu's proposal is a little weird since it's so similar...I'd better wait for further developments before saying anything more.)

Before the motion to table was voted on, I made it clear that people who feel out of the loop on the discussion had a valid reason to vote to table. So that means that if people follow through, we'll have more discussion of this motion, possibly in this thread (or a new one).

It's okay if this thread isn't continuously active until October, but I'll be reminding the staff of the proposal at key points between now and then (preferably, about the time the K-Con 2008 business begins to wrap up). I might bring it up at Rant and Rave if any of the attendees bring up something relevant to the subject (if they don't, I'll just leave it be). Of course, the Board are probably capable of doing that without me, to be honest.

[RemSaverem]

Can you summarize what folks talked about today? I'm honestly surprised the vote on vice chair didn't happen today and pass (simply based on this thread).

[TomtheFanboy]

Well, I'll have videos up eventually. Thought I did have a camera issue and I didn't get the first few people on camera.

Basically everyone says no but they don't want to just get the vote over with and say no NOW.
When I say everyone I mean the majority. I really don't understand the "logic" behind that but whatever.

Vallie and myself stood up and wholeheartedly supported the amendment but nobody else did. The other speakers all had doubts and ifs and buts. There were less than ten people who wanted to get the vote over with.

Fear of change is a more valuable sentiment than closure.

Check the meeting thread for info on what else happened.
http://www.kumoricon.org/forums/index.php?topic=7407.0

[DancingTofu]

So, it turns out that what I was proposing was simply a "motion to sever".  What this means is simply that I was proposing that the amendment was two amendments, and should be voted on in the form of two amendments.  Standard procedure (by my understanding) is for this motion to occur at the meeting of the vote, and this motion will be voiced once again when the amendment comes to vote.


The vote was tabled by Patrick's mind control powers; he wanted to be there for the vote really badly. ;P

[staze]

Jaz/Staze:
As someone who lives far away and usually doesn't have spare $, I too would be appreciative if there could be put into place, and advertised, some formal criteria for voting proxies.

Among the considerations:
--handwritten only, or typed but hand-signed?
--handed in in person only, or handed in by email (an upload with a real signature) or fax okay?
--notarized? witnessed? (good questions, Jaz!)
--okay for other votes, but not elections? or also for elections?
--by how far in advance do they need to be handed in?
--will the secretary need to verify their legitimacy? e.g., through a follow-up contact and/or comparison to signature on staff form?

At this time, there are no official requirements. I hope to have these addressed in the new bylaws, specifically to severely limit Proxy voting as it's just a huge quagmire. The law is all we have at this point, which is to say, a signed affidavit giving the right for a person to cast your vote must be delivered to the secretary (me) prior to any vote. That right will be voided upon any time where you request the right be removed, or if you attend a meeting and cast a vote yourself.

Staze: I'm with you on the following points:
(a) There exists the possibility that some positions could be rendered as having official voice-but-no-vote status on the Board.
(b) There will be times and issues wherein the individuals who have the most crucial data on which to base certain fiscal and fiduciary decisions are the Secretary, the Treasurer, and/or the Facilities Director.
(c) Therefore, potentially scary financial consequences could emerge if the Secretary, Treasurer, and/or Facilities Director positions are demoted to not having votes on the Board.

Not just financial. The secretary is basically the clearing house of all the con business. Minutes from board meetings, Minutes from Founder meetings (should they happen), contacts (for potentially unannounced events, etc), insurance info, tax info, etc.

The treasurer basically knows all the finances, and should they be unqualified, or malicious, they could ruin the whole organization faster than anyone else.

I'm not going to touch on the FL, because it's a sticky subject given this year's drama.

There are already non-voting members on the board... the founders. It had been discussed at several points to remove the vote of the secretary... it was in a draft of the bylaws from last year as a compromise between two sides of the issue (have the secretary be elected by the staff, and have the secretary be elected by the board. it ended up board elected, with no vote). *shrugs* I don't think voting is the issue here... as I said before, it seems painfully obvious that transparency is.

However:
(c) realistically most likely would only come true if the other directors, who are staff-elected (or will be, if the proposed change around VP passes), either:
 (1) fail to bother to become aware of the potential dire consequences of their votes before voting--which would constitute negligence on their part;
(2) fail to care about the potential dire consequences before voting--which would constitute malfeasance on their part;
(3) are insufficiently informed by the Secretary, Treasurer, or Facilities Director before their vote, due to disorganization or lack of information gathering by the S,T, and/or FD--which would constitute neglect on the part of the S,T, and/or FD;
(4) and/or are deliberately misinformed by the S, T, or FD--which would constitute malfeasance on the part of the S, T, and/or FD.

I totally don't follow. At this point, it sounds like the only way problems could occur is if the board doesn't take due dilegance and elects a Sec/Treasurer/or FL to the board without knowing whether they're qualified, or have the best interests of the con? Sure, that goes without saying.

Is it possible that any of these 4 major FUBARs could occur? Absolutely.
Should we guard against such? Absolutely.
Is it likely that such could occur? --Not if we've done a good job of researching, documenting, and clarifying
(a) what each job description entails;
(b) prerequisites for each job;
(c) qualifications of each applicant;
(d) the voting process most likely to prevent situations such as the above.

You're describing a PD. Something I've begged and pleaded for from every department for 4 years now.

The (d) item is simple... we just need to make sure those voting know that "none of the above" is a valid option when voting for a position and no qualified candidates are on the ballot.

Given this, imho, what is logically up for debate is which of the following, individually or in combination, is most likely to provide a genuine safeguard:
(a) Maintaining status quo with regard to which positions are staff-elected vs. board elected vs. board or chair appointed;
(b) Maintaining status quo, other than with regard to vice-chair;
(c) Rendering all Board positions staff-elected;
(d) Opening the election portions of Board meetings to staff (for voice but not vote);
(e) Maintaining status quo vis-a-vis elections, but rendering Board-elected and/or Board-appointed positions voice-but-no-vote within the Board.

No positions are board/chair appointed. The only one that's close is Vice chair, but that ultimately is a chair "appointment" with board confirmation... kinda like saying congress elects Supreme Court justices. Sure, the Executive Appoints, but Congress has to approve that appointment.

In my opinion, option c is a bad idea... for reasons I've given. Option d is workable, but would require some planning to get it to work. Option e I don't understand at all, or rather, don't get how it's different than option d.

Other hypotheticals within the realm of possibility (though I can't presently speak to their plausibility nor to their desirability) would include:
(f) Have all Board meetings that are not Executive Sessions open to attendance by non-Board staff:
(1) anyone who can make it, or
(2) specific staff invited by the Board for specific reasons;
(g) Within those meetings, have:
(1)  those non-Board staff eligible to have voice but no vote; and/or
(2)  those non-Board staff eligible to have vote but no voice;

Sorry to cut out the description, but I wanted to make the post fit on one page. =) Yes, you bring up a good point, and ultimately, one that's entirely within the rules we have now. Anyone can be brought into the board meetings by the board directors. We had a non-director sit in on our last meeting because (s)he had information that needed to be shared with the board. Jaki would be more than welcome to bring in Mark. We may ask him to leave after he gives his report, but he's more than welcome to sit in and give his report. That's entirely at the will of the board.

Hm, I guess I can be relied upon to complicate discussions to some degree, LOL!

Indeed. But you basically have done something I'm unable to do on my own. Create a conversation with regards to these issues. Sure, I could sit here and stream of consciousness all the stuff that we've gone through while talking bylaws over the years, but that would cover a lot more than just these issues. By bringing up these points, you help focus the issue. I'd be happy to talk about this more at con should you/I find the time... or, perhaps we should look at having an informal meeting at con to discuss some of these issues with a larger body than just myself answering questions. =)

[staze]

Isn't it possible for the Board to suspend a Board member's position temporarily? I know the Secretary and Facilities Liaison were both suspended from duties for a month or so this last year, but I wasn't present and didn't know if this was a staff vote, board vote, or just a decision made on the spot. If so, however, then a staff-elected board member would be unable to do any further damage. Someone would be put into place while they are suspended and things move on until a vote for removal. I don't really see any time lost here.

Not really. Rian and I were asked to step down for a month. It was not a formal suspension. The bylaws do not give the board the right to suspend directors... all they could do is remove them, or ask them to step down.

The law does not give the board that right, whether elected by the board, or by the staff. Basically, if a director was elected by the staff, and was malicious, and the board asked them to step down until the situation could be addressed, they would be free to refuse, and the board could do nothing. Only if that director was board elected would the request for a voluntary "suspension" carry the weight of "please step down or we will begin proceedings to remove you".

I am unaware if there is the ability to add that right for the board, but the law states:

Code: [Select]

65.167 Termination, expulsion or suspension. (1) No member of a public benefit or mutual benefit corporation may be expelled or suspended, and no membership or memberships in such corporations may be terminated or suspended, except pursuant to a procedure that is fair and reasonable and is carried out in good faith.
      (2) A procedure is fair and reasonable when either:
      (a) The articles or bylaws set forth a procedure that provides:
      (A) Not less than 15 days’ prior written notice of the expulsion, suspension or termination and the reasons therefor; and
      (B) An opportunity for the member to be heard, orally or in writing, not less than five days before the effective date of the expulsion, suspension or termination by a person or persons authorized to decide that the proposed expulsion, termination or suspension not take place; or
      (b) It is fair and reasonable taking into consideration all of the relevant facts and circumstances.
      (3) Any written notice given by mail must be given by first class or certified mail sent to the last address of the member shown on the corporation’s records.
      (4) Any proceeding challenging an expulsion, suspension or termination, including a proceeding in which defective notice is alleged, must be commenced within one year after the effective date of the expulsion, suspension or termination.
      (5) A member who has been expelled or suspended, or whose membership has been suspended or terminated, may be liable to the corporation for dues, assessments or fees as a result of obligations incurred by the member prior to expulsion, suspension or termination. [1989 c.1010 §48; 2005 c.22 §44]


Basically, the board would have to wait at least 15 days before suspending someone... and obviously they could not expel or terminate them since the board rules override this.

Yeah... obviously this was thought of when we thought about moving VC/Sec/Treasurer/FL to staff elected. =/

[staze]

Vallie and myself stood up and wholeheartedly supported the amendment but nobody else did. The other speakers all had doubts and ifs and buts. There were less than ten people who wanted to get the vote over with.

Tom, in all fairness, you got up there and said, basically, "I support this because it's change, and change is good". e.g. Change for change's sake? =P

[staze]

So, it turns out that what I was proposing was simply a "motion to sever".  What this means is simply that I was proposing that the amendment was two amendments, and should be voted on in the form of two amendments.  Standard procedure (by my understanding) is for this motion to occur at the meeting of the vote, and this motion will be voiced once again when the amendment comes to vote.


The vote was tabled by Patrick's mind control powers; he wanted to be there for the vote really badly. ;P

Yes, basically, when "old business" comes up again, and this amendment comes up again, at any point either before or after discussion (you might get some blowback if you do it during discussion), you can propose an amendment to the motion that would severe the two parts of it into VC and Secretary. Assuming that passes, the original Amendment would cease to exist, and it would then be two individual ones. You don't need to wait to see if the original fails before doing this... if you did, you might be forced to wait until the next meeting before it could be voted upon (entirely up to the Presiding Officer).

[valliegirl]

Vallie and myself stood up and wholeheartedly supported the amendment but nobody else did. The other speakers all had doubts and ifs and buts. There were less than ten people who wanted to get the vote over with.

Tom, in all fairness, you got up there and said, basically, "I support this because it's change, and change is good". e.g. Change for change's sake?

At this point, I'd be willing to accept that logic above dragging ones feet to make any changes whatsoever.

There's plenty of things wrong with the current by laws.  Other members of the board stated a couple of meetings ago that they've been meaning to get them updated, but they've had other stuff to deal with. 

So if the board isn't going to do it, it's up to staff to come up with ideas of their own.  I've glad Steve had the nerve to stand up and make a motion, any motion.  I'm glad he isn't backing down just because a few people disagree with him and is continuing through with it.

We'll go to vote again at the election meeting.  Maybe tabling the motion is a good thing.  It gives us a better chance to prepare more concise arguments for the debate.

[superjaz]

The vote was tabled by Patrick's mind control powers; he wanted to be there for the vote really badly. ;P

if he honestly controled it, it would have passed and diet coke would have rained from the sky
and the streets paved with strawberry crush pocky

[valliegirl]

Come to think of it, this issue with previous significant theft that was mentioned at the meeting, what did the board do to remove the status that individual holds with our convention, and how long did/has it taken them to do so?

If you're referring to the same issue I assume you're referring to the individual was not removed.  That individual quit the positions they held at the time and has not been a part of the convention since, and if I remember correctly they shirked their responsibilities as a director for quite a few months before finally resigning. 

You say you don't want this power taken away so that you can use it when necessary, but what have you all done in the past when it was a necessary step to take?

[staze]

At this point, I'd be willing to accept that logic above dragging ones feet to make any changes whatsoever.

There's plenty of things wrong with the current by laws.  Other members of the board stated a couple of meetings ago that they've been meaning to get them updated, but they've had other stuff to deal with. 

So if the board isn't going to do it, it's up to staff to come up with ideas of their own.  I've glad Steve had the nerve to stand up and make a motion, any motion.  I'm glad he isn't backing down just because a few people disagree with him and is continuing through with it.

We'll go to vote again at the election meeting.  Maybe tabling the motion is a good thing.  It gives us a better chance to prepare more concise arguments for the debate.

You're absolutely correct. Steve did the right thing by taking this all the way to the _current_ end. We'll revisit it in October where we'll take another vote.

And yes, the staff have that right to come up with ideas for the bylaws on their own. And yes, time is always a good thing. =)

[staze]

Come to think of it, this issue with previous significant theft that was mentioned at the meeting, what did the board do to remove the status that individual holds with our convention, and how long did/has it taken them to do so?

If you're referring to the same issue I assume you're referring to the individual was not removed.  That individual quit the positions they held at the time and has not been a part of the convention since, and if I remember correctly they shirked their responsibilities as a director for quite a few months before finally resigning. 

You say you don't want this power taken away so that you can use it when necessary, but what have you all done in the past when it was a necessary step to take?

Can we please keep this civil? The discussion has turned now from discussion of the amendment now to you pointing fingers and accusing people of something (in the above post too).

The issue of theft was many years ago, and was dealt with by that board/founders. There is nothing more to say about it, and nothing more will be said. I'm sorry.

Please, can we put this thread back on topic, or lock it?

[DancingTofu]

The vote was tabled by Patrick's mind control powers; he wanted to be there for the vote really badly. ;P

if he honestly controled it, it would have passed and diet coke would have rained from the sky
and the streets paved with strawberry crush pocky

He didn't want it to be THAT obvious. ;P


On a more serious note, we do need to stop pointing fingers and questioning motives.  No single person makes the con run; we as a collective do.  As a collective, it is trust in each other and uncircumstantial love for the event and the cause (that is, we work for the attendee, not the manager; that's the purpose of a non-profit organization) that makes us successful.  Sometimes we will need to remove someone who's had a negative effect, and it's necessary to plan for that, but it's not at all necessary for us to specifically look for the bad apples and develop negative interactions.

There's not a lot of discussion left for this topic; I'd vote to leave it as a STICKY and UNLOCKED so that people with something to say can say what they should, but we need to end or move irrelevant discussion.

[staze]

second!

And thanks Tofu for saying that... we're here for the con, all of us (if you're not, you're in the wrong profession/hobby... what with not getting paid and all).

[superjaz]

He didn't want it to be THAT obvious.

wow you must not know patrick that well

[valliegirl]

I apologize if people feel the things I bring up are touching a nerve.

However, I feel this is completely relevant.  It was made relevant when it was brought up at the meeting by multiple people as a reason to say no to this amendment.  

The reason why the majority stated they wanted to table the motion was to further discuss and explore the reasonings behind both sides arguements.  So, let's talk about it.

If you lock this thread, you're stopping that from happening.  

If you believe that is the wisest thing to do, feel free.

[staze]

I apologize if people feel the things I bring up are touching a nerve.

However, I feel this is completely relevant.  It was made relevant when it was brought up at the meeting by multiple people as a reason to say no to this amendment.  

The reason why the majority stated they wanted to table the motion was to further discuss and explore the reasonings behind both sides arguements.  So, let's talk about it.

If you lock this thread, you're stopping that from happening.  

If you believe that is the wisest thing to do, feel free.

"It's not what you say, it's how you say it" to use the phrase. And I know a thing or two about being taken off context, or being interpreted badly over text. You're being aggressive, and accusatory in how you bring these things up, and still, you're saying that killing the tread would be killing free speech, yet I didn't kill the thread. I simply asked that it return to topic, and be civil... which Tofu also said (albeit, much better than I), and I agreed with. Enough is enough...

As to what was brought up, as I said, I'm not going to discuss it. It was dealt with when it was an issue, years ago, and the matter is closed. I personally wouldn't have brought up the issue as a valid reason to reject this amendment, as it isn't relevant to the discussion. But, Tara's her own person, and she brought it up. C'est la vie.

I've pretty much exhausted my reasons for my position on the measure. As Tofu said, if something new and exciting comes to the fore of this discussion, I'll be happy to weigh in if needed/desired. Otherwise, I likewise agree that the conversation has run it's course.

See you all in 2 weeks, for what looks to be the biggest, and best Kumoricon yet!!!

[TomtheFanboy]

Keeping this on topic is good. The whole point of tabling the motion was so that people could keep talking about it.

Staze posted this from "the law"....
5.167 Termination, expulsion or suspension.
(1) No member of a public benefit or mutual benefit corporation may be expelled or suspended, and no membership or memberships in such corporations may be terminated or suspended, except pursuant to a procedure that is fair and reasonable and is carried out in good faith.
      
(2) A procedure is fair and reasonable when either:
      (a) The articles or bylaws set forth a procedure that provides:
              (A) Not less than 15 days’ prior written notice of the expulsion, suspension or termination and the reasons therefor; and
              (B) An opportunity for the member to be heard, orally or in writing, not less than five days before the effective date of the expulsion, suspension or termination by a person or persons authorized to decide that the proposed expulsion, termination or suspension not take place; or
      (b) It is fair and reasonable taking into consideration all of the relevant facts and circumstances.
      
(3) Any written notice given by mail must be given by first class or certified mail sent to the last address of the member shown on the corporation’s records.
      
(4) Any proceeding challenging an expulsion, suspension or termination, including a proceeding in which defective notice is alleged, must be commenced within one year after the effective date of the expulsion, suspension or termination.
      
(5) A member who has been expelled or suspended, or whose membership has been suspended or terminated, may be liable to the corporation for dues, assessments or fees as a result of obligations incurred by the member prior to expulsion, suspension or termination. [1989 c.1010 §48; 2005 c.22 §44]

So that means our bylaws need to provide 15 days notice BEFORE anyone is suspended or removed from their position, OR "It is fair and reasonable taking into consideration all of the relevant facts and circumstances."
The second item would include our usual general meetings, if the issue was brought before the members and discussed with the person present that would seem fair to me. If the case is good enough there would likely be some sort of suspension arranged and if the case wasn't good enough then it could be tabled.
We could also write an amendment that is "fair and reasonable" that would enable the board to suspend, but not remove entirely, the staff appointed directors.

I'm actually all for that. I don't think the board needs to lose the right to cut people off, I just want the right to choose all the people and have some say in removing them if I don't feel they are doing their job. Whether this proposition passes or not I'll probably have to write up that proposition to be presented in the future.

Tom, in all fairness, you got up there and said, basically, "I support this because it's change, and change is good". e.g. Change for change's sake? =P

In all fairness? I see nothing fair about your accusation. Please stay on topic.


In other news, I'm looking for a fact.
Has there been any single general meeting where the general staff (or the board at the general meeting) have not met quorum?
I can't remember one but I want to be sure what we have on record.

[staze]

Tom, in all fairness, you got up there and said, basically, "I support this because it's change, and change is good". e.g. Change for change's sake? =P

In all fairness? I see nothing fair about your accusation. Please stay on topic.

I paraphrased what you said... but if I misheard, I do apologize. It wasn't meant as an accusation, so much as to point out your argument for rather than against/neutral. And, hence the smily, it was said very much tongue in cheek... but, very well.

As for quorum... there have been several board meetings last year where quorum was not met... which was the main driving force behind removing the founder's voting rights, to make quorum easier.

At a general meeting... I don't recall specifically, but I thought there had been one case. But, I could very likely be mistakened.

Yes, fair and reasonable would include General meetings, but that kinda kills the whole point. If we waited for a general meeting, then we could just as easily remove the person as suspend them. The argument made by several (former/current) board members was that speed and reasonable privacy were big issues when it came to removing people from the board should the need arise.

Also, specificity overrides generality, you might say. The law regarding board director removal is very clear in stating that it cannot remove member elected board members. So, the legality of it suspending them is questionable. But, reading the law at this point, I can see no reason that the bylaws could not state, in essence:

"All members of the board, unless otherwise stated in these bylaws, must be acting members of Altonimbus Entertainment. Upon any suspension of his/her membership with Altonimbus Entertainment, that board member must relinquish his/her seat on the board until such time as that suspension is removed, or he/she is removed from office by the body that elected him/her to the board".

I'd have to pass that one by a lawyer, since it does smack of circumvention of the law... but, it could work. Though, it would give the board more power now than it has currently, as that power of suspension would allow for the chair, and managing directors to be suspended pending member review.

I still hold that the Secretary, Treasurer, and Facilities Liaison should be board elected... but I'm less opposed to the idea of moving the VC and even possibly the Secretary to membership elected now. Assuming this passes the legal eye. I will get that info asap.

[staze]

Though, I just realized, this still doesn't address the problem of the board having to take something that would otherwise be fairly quite, and bring it before the whole staff to digest and vote on. Suddenly the "with or without cause" becomes VERY MUCH "with cause". What would have been 9-14 people (with and without the founders) sitting around figuring out whether these issues could be resolved, it suddenly becomes an issue of "how do we present this to the staff without making ourselves, or the person that we're trying to remove, look like (a) complete jackass, and potentially fragmenting the staff (The Oregon Non-Profit Handbook specifically talks about this when discussing the idea of "with or without cause" being a good thing since it will help prevent factions from forming that may or may not agree with why someone was removed.

And while conspiracies abound... we would need to address the idea of "staff stacking". e.g. votes on removal by the membership would need to take place prior to any new staff registrations (say you wanted to remove Jaki... but she didn't want to go. What would keep her from spending a bit of money, and bringing in several people to all register as staff, and swing the vote... there's nothing preventing that currently.)

I have an email into TACS (Technical Assistance for Community Services. The organization that publishes the Oregon Non-Profit handbook, and is otherwise there to help Non-Profits) about the suspension idea... we'll see what they think.

Thanks everyone!

[Rathany]

Vote stacking is an issue.  I've had people say to me 'How do I become staff right now, before this meeting happens?'  I tell them that we don't do sign ups until after meetings.  Making that official might be a good thing. 

[Editing to add]

If we make this change we may want to extend voting rights of staff past con until November or some such, so we don't have a dead time with extremely few staff.  Also, if major motions come up, we can have more than 10 voting members.  This way people who are staff year to year can have un-interupted voting rights. 

[COMaestro]

Vote stacking is an issue.  I've had people say to me 'How do I become staff right now, before this meeting happens?'  I tell them that we don't do sign ups until after meetings.  Making that official might be a good thing. 

For the purposes of removal or suspension, I would think adding something to the bylaws stating that the membership as of the time the suspension or removal is addressed would be the ones to vote on the issue. Anyone who has signed up as staff after that would have no say in the matter. That would nullify any attempt to stack the vote. And really, this could be true of any issue. Since it seems every proposal that is brought up at a general meeting is not voted on until the next meeting, it could be ruled that only those who are staff members at the time of the initial proposal may vote on it. Admittedly, this involves a LOT more management and paperwork, and votes would probably have to be taken by signed ballot in order to double check that the member has a valid vote, which means a lot more time taken for everything. So, maybe not the best idea in the world, but it would keep things honest. Hope this makes sense, I'm a bit tired right now.

[Rathany]

Vote stacking is an issue.  I've had people say to me 'How do I become staff right now, before this meeting happens?'  I tell them that we don't do sign ups until after meetings.  Making that official might be a good thing. 

For the purposes of removal or suspension, I would think adding something to the bylaws stating that the membership as of the time the suspension or removal is addressed would be the ones to vote on the issue. Anyone who has signed up as staff after that would have no say in the matter. That would nullify any attempt to stack the vote. And really, this could be true of any issue. Since it seems every proposal that is brought up at a general meeting is not voted on until the next meeting, it could be ruled that only those who are staff members at the time of the initial proposal may vote on it. Admittedly, this involves a LOT more management and paperwork, and votes would probably have to be taken by signed ballot in order to double check that the member has a valid vote, which means a lot more time taken for everything. So, maybe not the best idea in the world, but it would keep things honest. Hope this makes sense, I'm a bit tired right now.

It makes good sense to me and I think it's a good idea.

[staze]

For the purposes of removal or suspension, I would think adding something to the bylaws stating that the membership as of the time the suspension or removal is addressed would be the ones to vote on the issue. Anyone who has signed up as staff after that would have no say in the matter. That would nullify any attempt to stack the vote. And really, this could be true of any issue. Since it seems every proposal that is brought up at a general meeting is not voted on until the next meeting, it could be ruled that only those who are staff members at the time of the initial proposal may vote on it. Admittedly, this involves a LOT more management and paperwork, and votes would probably have to be taken by signed ballot in order to double check that the member has a valid vote, which means a lot more time taken for everything. So, maybe not the best idea in the world, but it would keep things honest. Hope this makes sense, I'm a bit tired right now.

Okay, this is going to be my last post for a while...

COMaestro,

You are correct, and it's a great idea. While I would say "oh god no" from a secretary standpoint (being the one that's going to have to do said paperwork), it does make it "fair". The primary concern would be those times after elections when there is a very small number of staff (relative to later in the year, when there are over a hundred). So, major motions could be passed early in the year with little trouble, while small things could get held up later in the year due to numbers.

Now, you could say that this would force people to stand up and take notice of their rights and responsibilities to the con... as Vallie said earlier, that really would be the best thing that could come of all this: people taking notice.

You also could solve some of this by giving people memberships for 1 year... so if you sign up in July, your membership doesn't end until the following June. That would, theoretically, even out the HUGE sine wave that is our staff membership... but, that's paperwork, or at the best, some website management (if it was doable, it would be nice so that someone signs up, and 11 months later, they get a friendly email telling them they're up for renewal). Yet another option would be to break the staff reg fee (in essence, dues) into parts... so that you pay once every 3 months or something (up the fee to $12 just to make it easy (though arguably, you could make it $10 since there is no meeting in September or usually December))... that would theoretically make people attend more meetings (to renew), and we could theoretically schedule major meetings for those respective months. =/

*tries to think the worst*

Yeah, really, the only issue with your idea is the whole "uneven" staff levels throughout the year. If it were to work, we'd have to level that out... that's the added bonus to the board, is year round, there are 9-14 members (well, there are 2-3 weeks currently between staff elections, and board elections where there are only 5-10 board members, but...) (please note, in both stated number ranges, 5 of those board members in the high range do not have voting rights).  

The nice thing, should we look at taking your approach, would be that we already keep track of when people register for staff in the staff list. So, we wouldn't really need to take a roll call when the motion was presented... we'd just check names against reg dates at the actual vote. And yes, that would basically make us move to a ballot system rather than acclamation/affirmation. At least, for anything major like a bylaws change, or removal/election.

Also note... while Oregon law prohibits the board removing staff elected board members (unless the idea proposed by Tom actually does skirt the law), having a "staff vote" on a position that can be removed by the board kinda undermines that staff vote. Sure, there would be hell to pay should the board willy-nilly remove an elected official... but, you get the point. =/

The real thing I'd like to take away from all of this, is that things aren't quite as bad as I thought at one point. People really are taking notice of this stuff, and bringing up ideas to how they think things should be done. While _I_ might not agree with all of them, that doesn't mean nobody will agree... or that they aren't good ideas that should be explored on some level. hmmm...

[DancingTofu]

It would be simple enough to post a half-page ballot image for people to print before meetings that would require a ballot vote and ask staff to print off at least one ballot.  Well, of course, if we made it a half page ballot, there would be two per page, so everyone who got the memo would have 2 ballots.  That would spread out the work quite a bit, and we wouldn't wind up with three or four times as many ballots as we need.  It's a simple matter of efficiency.  It wouldn't necessarily decrease the paperwork, but it would at least make one facet run a little smoother.


Anyway, I've come up with a precaution that may work:
Have all Board Members sign into contract agreeing to implied resignation in the case that they are found "embezzling funds, using equipment of Altonimbus Entertainment for any event not associated with Altonimbus Entertainment without explicit written board approval, or failing to perform his or her job as described in the Bylaws, except when temporarily excused from duties."

I think that would be broad enough to be functional and specific enough to be legal.  I'm only putting this here for now; if it gets good positive feedback and is, in fact, both functional and legal, I will propose it formally.

[Radien]

I apologize if people feel the things I bring up are touching a nerve.

However, I feel this is completely relevant.  It was made relevant when it was brought up at the meeting by multiple people as a reason to say no to this amendment.  

I agree. If the overwhelmingly predominant reason given for blocking out staff involvement in any election is to protect a power that they are not using to begin with (and very unlikely to ever use in the future), then it's just a convenient excuse to avoid change. A Board member can't just say "we need that!" and not justify their requirements.

To tell the truth, I don't want the process of removal to appear quiet and easy and "simple." It always seems to me to simply be hiding the fact that it's never simple. Looking professional in the eyes of others may make things easier, since we're dealing with industry representatives who like things to be clean and neat and generally corporation-like, but the pursuit of professionalism above all else is ill-advised. We're NOT professional, solely because we do this for free.

I do not see the need to imitate a for-profit corporation... Kumori Con is a fan convention, not an expo. Interfacing with the fan base is *always* unpredictable. We're the mob; the screaming masses...that's the point. Insulating just a few of us from the rest makes it easier, but go too far and it's like pretending we aren't actually a fan base.

The reason why the majority stated they wanted to table the motion was to further discuss and explore the reasonings behind both sides arguements.  So, let's talk about it.

If you lock this thread, you're stopping that from happening.  

If you believe that is the wisest thing to do, feel free.

I can pretty much guarantee that doing something like that would be very unwise indeed.  I do not recommend using forum executive power to effectively block discussion on a staff-initiated motion.

[kalira]

To tell the truth, I don't want the process of removal to appear quiet and easy and "simple." It always seems to me to simply be hiding the fact that it's never simple. Looking professional in the eyes of others may make things easier, since we're dealing with industry representatives who like things to be clean and neat and generally corporation-like, but the pursuit of professionalism above all else is ill-advised. We're NOT professional, solely because we do this for free.

I do not see the need to imitate a for-profit corporation... Kumori Con is a fan convention, not an expo. Interfacing with the fan base is *always* unpredictable. We're the mob; the screaming masses...that's the point. Insulating just a few of us from the rest makes it easier, but go too far and it's like pretending we aren't actually a fan base.

I don't really understand what you are trying to say here.  Before I jump to conclusions or start filling in the blanks my self, please elaborate. 

[TomtheFanboy]

tried to post this a couple hours back..... had computer problems....

I looked back over the footage and I can see how you would interpret what I said that way, I worded it poorly. I hadn't planned on speaking that day but I wanted to address the idea of the staff electing people who have their own interests at heart and not the convention's. So I wasn't concerned with giving other arguments or going into details on they WHY of my opinions.

I think I'll bring in the URL files for the arguments I did get on film for easier reference.

If the caveat I mentioned skirts the law too much then it's out. I'm sure I can figure out something else. Tofu's contract sounds good, like the "we can fire you whenever we want " clause a lot of employers use. But that might break the law for entities that elect officials the same way.

If we manage to come up with a solid ballot system that we can utilize that will make future motions, elections, and calls for removal/suspension a lot easier. I can think of a few tricks using pdf files since I'm an acrobat technician.

More interesting to me would be the possibility of using said ballots to allow remote voting for members who cannot attend the meeting. We could start out with just a sort of "send in" vote where they send their form in with a friend until we can come up with an electronic alternative. Like a pdf with a certified signature or a skype voice confirmation. Until then the paper ballots for people not present could be matched up with the signatures on staff sign up sheets if there is a question of authenticity.
We could got the extra mile and require the 50 cent investment to mail in a vote, but I don't trust the postal system that much.


Radien, time to update your signature again. Maybe suggest participation in the elections come October?

[JeffT]

I agree. If the overwhelmingly predominant reason given for blocking out staff involvement in any election is to protect a power that they are not using to begin with (and very unlikely to ever use in the future), then it's just a convenient excuse to avoid change. A Board member can't just say "we need that!" and not justify their requirements.

The board has exercised the power this year, so I'm not sure what the actions of a past board in the non-removal of a board member would say about this or a future board being willing to exercise it.

To tell the truth, I don't want the process of removal to appear quiet and easy and "simple." It always seems to me to simply be hiding the fact that it's never simple. Looking professional in the eyes of others may make things easier, since we're dealing with industry representatives who like things to be clean and neat and generally corporation-like, but the pursuit of professionalism above all else is ill-advised. We're NOT professional, solely because we do this for free.

I do not see the need to imitate a for-profit corporation... Kumori Con is a fan convention, not an expo. Interfacing with the fan base is *always* unpredictable. We're the mob; the screaming masses...that's the point. Insulating just a few of us from the rest makes it easier, but go too far and it's like pretending we aren't actually a fan base.

Industry vs. fan is really not the point nor relevant to this. Kumoricon, along with Sakura-Con (mentioning them because we have imitated them in many ways, and chosen not to in some other ways), are among the more open cons. Many fan-based cons have a permanent board, or a parent board above the convention officers, or a permanent chair/owner, which Kumoricon does not except for the founders who have almost no voting rights. For example, Fanime, one of the most "fan-based" cons on the spectrum of fan to industry, has a permanent board which appoints (board-elects) the chair, who then has complete hiring and firing authority for all staff below him or her. Kumoricon has consistently moved in the direction of being more open over the years, from merging the Altonimbus board and Kumoricon executives into one board, to removing the previously-permanent voting rights of the founders, to amending the bylaws to make clear that amendments must be approved by both the board and staff (this was previously ambiguous and it might have been interpreted as a power reserved only for the board), to opening staff nominations for the 2008 year for 3 out of the 4 board-elected positions.

Asking the staff to attend a special meeting to vote for removal is one of the most demoralizing and draining things for the staff as a whole to have to go through. This isn't a question of being industry-oriented or for-profit vs. fan run--it's a question of does the whole staff necessarily need to be involved in this type of decision.

[TomtheFanboy]

For the record the sentiment among the disaffected staffers still among us is not so much that our bylaws have never been changed, but no such change has ever been enacted by someone not already on the board.

Also, the example of the board exercising the power of suspension and removal last year does show their willingness to use that power. However the amount of time it took to to do anything with Sean the year before complicates matters. With Sean we had someone in both a board elected position, a staff elected position, AND a founder. It makes it hard to say what exactly should have been done in such a unique situation, so it makes a poor example. It's the one that is freshest in our minds though and it prompted many of the staffers that are involved in this debate to begin seeking ways to remove board members when needed.

More staff are wising up to the rule of law so this sort of process is going to just get faster and more effective the more we work at it. If you read through there have been plenty of new ideas for amendments that temper and balance the powers of the board and the staff.

[kalira]

For the record the sentiment among the disaffected staffers still among us is not so much that our bylaws have never been changed, but no such change has ever been enacted by someone not already on the board.

I am glad people are taking the initiative to help shape the bylaws in this way.  I think more staffers should stand up and voice issues they see with the bylaws. 

Also, the example of the board exercising the power of suspension and removal last year does show their willingness to use that power. However the amount of time it took to to do anything with Sean the year before complicates matters. With Sean we had someone in both a board elected position, a staff elected position, AND a founder. It makes it hard to say what exactly should have been done in such a unique situation, so it makes a poor example. It's the one that is freshest in our minds though and it prompted many of the staffers that are involved in this debate to begin seeking ways to remove board members when needed.

With Sean, he quit and his powers were divided up.  After this year as well, there will not be this issues as all of the founders will be inactive as Staze is the last one on the board.  The only thing I see here is maybe we need to add something in regards to people holding too many positions at once unless in a temporary situation.

[TomtheFanboy]

There is an unofficial tradition of only electing people to a single position now, that was brought up at last year's elections when Brenda ran for Ops and Prog.

As long as we uphold that at the Board level I think that the Managers will be able to sort out everything below. I mean, I have two positions this year, and three last year and things worked out OK. It's just not something for a board member to do.

[Radien]

I don't really understand what you are trying to say here.  Before I jump to conclusions or start filling in the blanks my self, please elaborate. 

I'm saying that in the rush to sweep problems under the rug to make things easier in the face of each coming convention, a lot of problems (especially disharmony between various staff) are left to fester, unaddressed.  Sometimes this "touch and go" approach seems to be done to simulate professionalism, but I think it only works to hide some problems from view while allowing them to continue underneath (there are ways this can happen whether the director is removed or not).

The board has exercised the power this year, so I'm not sure what the actions of a past board in the non-removal of a board member would say about this or a future board being willing to exercise it.

I was specifically referring to removal scenarios where the two-week time frame would be an issue. The only major argument that's been made about removal so far is that the staff-assisted removal process is too difficult and takes too long (two weeks minimum, as opposed to just one week for the Board, if all goes well). In other words, is the urgency there? Personally, I haven't been convinced that there is that much added urgency in dealing with any particular Secretary (or VP).

Industry vs. fan is really not the point nor relevant to this. Kumoricon, along with Sakura-Con (mentioning them because we have imitated them in many ways, and chosen not to in some other ways), are among the more open cons. Many fan-based cons have a permanent board, or a parent board above the convention officers, or a permanent chair/owner, which Kumoricon does not except for the founders who have almost no voting rights. For example, Fanime, one of the most "fan-based" cons on the spectrum of fan to industry, has a permanent board which appoints (board-elects) the chair, who then has complete hiring and firing authority for all staff below him or her. Kumoricon has consistently moved in the direction of being more open over the years, from merging the Altonimbus board and Kumoricon executives into one board, to removing the previously-permanent voting rights of the founders, to amending the bylaws to make clear that amendments must be approved by both the board and staff (this was previously ambiguous and it might have been interpreted as a power reserved only for the board), to opening staff nominations for the 2008 year for 3 out of the 4 board-elected positions.

Then I daresay I'd be even less interested in staffing at cons if we used one of those systems, because it's basically a sitting monarchy that grants freedoms by benevolence. Such a system may be common for conventions, but the fan convention phenomenon is very young in the greater scheme of things.

Certain other non-profit organizations, on the other hand, have been around for multiple generations, and there's a lot we should be learning from them. I realize we've been making strides, but there have also been some areas that have stagnated just because no one was appointed or recruited for the task.

Asking the staff to attend a special meeting to vote for removal is one of the most demoralizing and draining things for the staff as a whole to have to go through. This isn't a question of being industry-oriented or for-profit vs. fan run--it's a question of does the whole staff necessarily need to be involved in this type of decision.

Actually, the question is whether we want to be involved in this type of decision for Secretary and Vice Chair. We're effectively asking whether those two positions are special cases.

The staff is already effectively involved in that process for the five staff-elected positions, it's just that nobody has ever tried to remove a staff-elected director. So really, to be fair, we have almost no firsthand basis for evaluating the process. Personally, I think the way we manage our meetings has a HUGE part of it. At last Saturday's meeting, about 15-18 people got to have a say in less than 45 minutes time.  When people only have two minutes to speak, they're very careful not to be redundant.  I really appreciated the way Saturday's discussion was run, and it proves that staff input can be organized and efficient.

My comparison of industry to fan base is an ideology, and you don't need to agree with it...it's just one way of looking at the bigger picture, and this would only be one aspect of it, regardless.


Edit:

Radien, time to update your signature again. Maybe suggest participation in the elections come October?

To tell the truth, I think I'd best bring it back to my signature right after the convention. I try to put as much effort into enjoying the convention as staffing it, and right now I want to remember what I'm looking forward to.

So, back it goes to my humble "costume progress" sig.

[RemSaverem]

*Edit*
When I wrote the below, I'd only read the message to which I was replying.
Having now read the others, I add:
I've been here since before the 2003 con, and I had no idea there had been "significant theft". That would have influenced my feelings on certain situations long ago.
I agree that people should only have one significant role per con--EXCEPT that I believe that people holding staff positions should still be allowed to be panelists if they can manage both. Example: Guy runs AMVs, but still also hosts the Religion in Anime and Manga panel.
Perhaps there may be a way that, without there being too much negative spin or publicity generated, a handful of staff trying in earnest to help with bylaw revision could be made aware of the specifics of the circumstances under which those who have previously had to be involuntarily exited (and/or regarding those who left voluntarily but had acted with malfeasance, embezzled, or whatnot)? Perhaps signing confidentiality agreements not to purvey the information to those outside the bylaw revision process or even to those outside the board?

Now on to my reply to Staze's detailed reply to my prior post:
Perfect answer, thanks!

It might be easier to find a time for an online chat (yahoo messenger? Gmail chat?) than to find "spare time" at the con at the same time.

The pieces of info that I didn't have previously are that the Secretary, and the Founders, already have the status of  voice but no vote. I'm honestly surprised that their presence within the Board is controversial or that there's a felt need to have a staff vote for Secretary, given that. That's why there was no qualitative difference for you to find between a couple of my options, below.

I, too, would like to keep everything as logical, streamlined, and efficient as possible, while addressing whatever concerns are out there.

I'm not sure what your acronym "P.D." refers to. Perhaps a "Personnel Director"? I would be in favor if the Board were to create such a position--though I can already imagine there would be internal dialogue whether that should be a board-elected position, a staff-elected position, or a position appointed by the chair and ratified by the board!
(I would support the idea of a personnel director for staff, that was staff-elected, and another one for the board, that was board-elected or that was chair-appointed and board-ratified. This would be the typical arrangement in a larger organization using  a continuous quality control approach. However, there is a balance between becoming more efficient and feeling more micro-managed.)

I'm totally glad to help. Truth be told, it is MUCH easier to design organizational structures in a linear fashion when first building an organization than it is once it's already developed entrenched patterns and constituencies, and at times, biases or misunderstandings amongst them. I should've spoken up way back when the founding meetings were happening. (I was at Josh's for some of the first meetings, but barely knew everyone at the time; I didn't let people know all my experiences in founding organizations and structures and being on boards, because I was so new to anime and Tunac.)

Yes, None of the Above should be a voting option, as should No Confidence be for those running unopposed, especially but not exclusively if as an incumbent.

When staff have input that would help the board, having their input could be incorporated by written reports (mailed, faxed, or emailed), or by Skype (etc.), if they are geographically/financially unable to attend in person. It's possible that, even if it is just momentary and confined to specific topics of their expertise, that having staff participate periodically in board meetings will help somewhat.

Are any minutes from any board and/or founders meetings archived for non-board staff to be able to read? I don't know if that would answer whatever the concerns are for "transparency"? Personally I think that's a somewhat overutilized term that means different things for different people. Also we might need to consider whether board-level positions constitute, in the eyes of the law, positions covered as though they were paid employees, in terms of whether exit disclosures are protracted by law (i.e. whether the board would be legally prohibited from sharing with staff the circumstances leading to the involuntary discharge or even the voluntary departure of a board officer)??

Jaz/Staze:
As someone who lives far away and usually doesn't have spare $, I too would be appreciative if there could be put into place, and advertised, some formal criteria for voting proxies.

Among the considerations:
--handwritten only, or typed but hand-signed?
--handed in in person only, or handed in by email (an upload with a real signature) or fax okay?
--notarized? witnessed? (good questions, Jaz!)
--okay for other votes, but not elections? or also for elections?
--by how far in advance do they need to be handed in?
--will the secretary need to verify their legitimacy? e.g., through a follow-up contact and/or comparison to signature on staff form?

At this time, there are no official requirements. I hope to have these addressed in the new bylaws, specifically to severely limit Proxy voting as it's just a huge quagmire. The law is all we have at this point, which is to say, a signed affidavit giving the right for a person to cast your vote must be delivered to the secretary (me) prior to any vote. That right will be voided upon any time where you request the right be removed, or if you attend a meeting and cast a vote yourself.

Staze: I'm with you on the following points:
(a) There exists the possibility that some positions could be rendered as having official voice-but-no-vote status on the Board.
(b) There will be times and issues wherein the individuals who have the most crucial data on which to base certain fiscal and fiduciary decisions are the Secretary, the Treasurer, and/or the Facilities Director.
(c) Therefore, potentially scary financial consequences could emerge if the Secretary, Treasurer, and/or Facilities Director positions are demoted to not having votes on the Board.

Not just financial. The secretary is basically the clearing house of all the con business. Minutes from board meetings, Minutes from Founder meetings (should they happen), contacts (for potentially unannounced events, etc), insurance info, tax info, etc.

The treasurer basically knows all the finances, and should they be unqualified, or malicious, they could ruin the whole organization faster than anyone else.

I'm not going to touch on the FL, because it's a sticky subject given this year's drama.

There are already non-voting members on the board... the founders. It had been discussed at several points to remove the vote of the secretary... it was in a draft of the bylaws from last year as a compromise between two sides of the issue (have the secretary be elected by the staff, and have the secretary be elected by the board. it ended up board elected, with no vote). *shrugs* I don't think voting is the issue here... as I said before, it seems painfully obvious that transparency is.

However:
(c) realistically most likely would only come true if the other directors, who are staff-elected (or will be, if the proposed change around VP passes), either:
 (1) fail to bother to become aware of the potential dire consequences of their votes before voting--which would constitute negligence on their part;
(2) fail to care about the potential dire consequences before voting--which would constitute malfeasance on their part;
(3) are insufficiently informed by the Secretary, Treasurer, or Facilities Director before their vote, due to disorganization or lack of information gathering by the S,T, and/or FD--which would constitute neglect on the part of the S,T, and/or FD;
(4) and/or are deliberately misinformed by the S, T, or FD--which would constitute malfeasance on the part of the S, T, and/or FD.

I totally don't follow. At this point, it sounds like the only way problems could occur is if the board doesn't take due dilegance and elects a Sec/Treasurer/or FL to the board without knowing whether they're qualified, or have the best interests of the con? Sure, that goes without saying.

Is it possible that any of these 4 major FUBARs could occur? Absolutely.
Should we guard against such? Absolutely.
Is it likely that such could occur? --Not if we've done a good job of researching, documenting, and clarifying
(a) what each job description entails;
(b) prerequisites for each job;
(c) qualifications of each applicant;
(d) the voting process most likely to prevent situations such as the above.

You're describing a PD. Something I've begged and pleaded for from every department for 4 years now.

The (d) item is simple... we just need to make sure those voting know that "none of the above" is a valid option when voting for a position and no qualified candidates are on the ballot.

Given this, imho, what is logically up for debate is which of the following, individually or in combination, is most likely to provide a genuine safeguard:
(a) Maintaining status quo with regard to which positions are staff-elected vs. board elected vs. board or chair appointed;
(b) Maintaining status quo, other than with regard to vice-chair;
(c) Rendering all Board positions staff-elected;
(d) Opening the election portions of Board meetings to staff (for voice but not vote);
(e) Maintaining status quo vis-a-vis elections, but rendering Board-elected and/or Board-appointed positions voice-but-no-vote within the Board.

No positions are board/chair appointed. The only one that's close is Vice chair, but that ultimately is a chair "appointment" with board confirmation... kinda like saying congress elects Supreme Court justices. Sure, the Executive Appoints, but Congress has to approve that appointment.

In my opinion, option c is a bad idea... for reasons I've given. Option d is workable, but would require some planning to get it to work. Option e I don't understand at all, or rather, don't get how it's different than option d.

Other hypotheticals within the realm of possibility (though I can't presently speak to their plausibility nor to their desirability) would include:
(f) Have all Board meetings that are not Executive Sessions open to attendance by non-Board staff:
(1) anyone who can make it, or
(2) specific staff invited by the Board for specific reasons;
(g) Within those meetings, have:
(1)  those non-Board staff eligible to have voice but no vote; and/or
(2)  those non-Board staff eligible to have vote but no voice;

Sorry to cut out the description, but I wanted to make the post fit on one page. =) Yes, you bring up a good point, and ultimately, one that's entirely within the rules we have now. Anyone can be brought into the board meetings by the board directors. We had a non-director sit in on our last meeting because (s)he had information that needed to be shared with the board. Jaki would be more than welcome to bring in Mark. We may ask him to leave after he gives his report, but he's more than welcome to sit in and give his report. That's entirely at the will of the board.

Hm, I guess I can be relied upon to complicate discussions to some degree, LOL!

Indeed. But you basically have done something I'm unable to do on my own. Create a conversation with regards to these issues. Sure, I could sit here and stream of consciousness all the stuff that we've gone through while talking bylaws over the years, but that would cover a lot more than just these issues. By bringing up these points, you help focus the issue. I'd be happy to talk about this more at con should you/I find the time... or, perhaps we should look at having an informal meeting at con to discuss some of these issues with a larger body than just myself answering questions. =)

[melchizedek]

Well I watched some of the debate, and to me the most solid argument to keep things they way they are was ease of removal.  If someone is hurting the con, they need to be stopped.  I can see how this might be demoralizing.  However, running an event for 3000+ fans isn't easy.  I don't think anyone has that expectation.   

As for the quickness of removal, I think it's a non-issue.  The board has already used it's power to suspend board members.  So, suppose a staff elected board member needs to be removed but only the board knows about it. 

They can:

1.)  Suspend said board member
2.)  Put an item in the agenda for the next monthly meeting when it is sent out beforehand
3.)  Make a case at that meeting in the alloted amount of time
4.)  Have a staff vote.

I think the most demoralizing thing would be having to have another election for a replacement.  Not the removal itself.