12/31/10 Quorum Voting Emails

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From: Mark Havens <[email protected]>
Subject: Regarding membership quorum voting...
Date: December 31, 2010 at 1:59:33 PM CST
To: Paul Bouchier <[email protected]>

Upon further reflection of our conversation yesterday...
 
While the DMS bylaws do have a similar issue regarding quorum voting, the big concern 
you expressed was primarily addressed indirectly by shifting all operational decisions 
from the members to the board and appointed management.  As a result, regular DMS 
members would have no direct control over anything except by vote of the following:
 
1) Elections of the Board of Directors
2) Membership validations
3) Special voting events as determined by the Board of Directors 

If obtaining a quorum (1/3rd general membership) became a problem during these 
limited voting events, then planning and obtaining legal proxy authorization (before the 
vote, and in writing) would become a routine practice.  In the case of the DMS, we 
would likely have voting windows for full membership validations once a quarter or more 
(as determined by the Board).  In addition, any insufficient quorum concerns 
were further considered in the following ways:
 
1) There's a safety net in place for failed membership validations (if validation fails for 
whatever reason, then the Board can unanimously agree to continue their probationary 
membership).  If we end up with lots of probationary members because of attendance 
issues, then it can be resolved by a subsequent special voting event and use of 
proxy votes.  
 
2) Special voting events are optional, and dictated by the Board of Directors; they would 
have no unanticipated impact, although the outcome of a successful vote would 
expected to be honored.  This was intended to help settle sensitive decisions that would 
be better handled by a majority vote of the membership.  If there was no quorum 
available for a vote, then the decision making for that issue would fall back to the Board.
 
3) Board of Director elections are the only high impact voting events that would 
absolutely require a quorum, but this can be resolved with proper planning, promotion, 
and use of proxy votes.  The effort involved for this would be reduced to once a year, 
and should be manageable from year to year without much concern.
 
Anyway, most of this doesn't really interface well with the DPRGs current structure and 
culture, so I'm not sure how valuable these concepts would be to you.

-- 
Mark R. Havens | 1905 Dana Ct | Irving, TX  75060
Mobile: 972-922-2281
From: Paul Bouchier <[email protected]>
Subject: Re: Regarding membership quorum voting...
Date: December 31, 2010 at 5:52:16 PM CST
To: Mark Havens <[email protected]>

Thanks Mark. You have another choice: according to the BOC quorum can be set as 
low as 10% of the membership.

The DPRG seems to have adopted a principle that the most power should be in the 
hands of the membership and not the directors, whereas the way you describe it below, 
the DMS may have decided the opposite, or may be unconsciously going in the 
opposite direction.

As you say, proxy is an alternative, but I don't think they're a good alternative if the 
intent is to put most power in the hands of the membership. However, if you do get DMS 
up to 80 people, you'll have to do the same thing we're doing: plead for proxy votes to 
elect the board each year.

Anyway, as you say, DMS may take a different path than DPRG, and that's fine.

regards

Paul
From: Mark Havens <[email protected]>
Subject: Re: Regarding membership quorum voting...
Date: December 31, 2010 at 7:08:10 PM CST
To: Paul Bouchier <[email protected]>

On Fri, Dec 31, 2010 at 5:52 PM, Paul Bouchier <[email protected]> wrote:
> Thanks Mark. You have another choice: according to the BOC quorum can be set as 
> low as 10% of the membership.

My thinking is that setting the quorum too low can lead volatility issues, power plays, 
and unexpected strife down the road.  10%, for example, in a group of 50, is just 5 
people.  To me, that just seems too low to reflect an accurate will of the membership.

But there may be another way of handling this.  For example, some members who meet 
certain attendance conditions could be considered "inactive", and lose their voting rights 
temporarily.  This might be a concept that would work for the DPRG, and maybe the 
DMS also.

For example: Arbitrary DPRG member Bob fails to attend three consecutive meetings.  
Bob is then recorded as an "inactive" member, and is no longer eligible to vote.  The 
DPRG's "active" member list shrinks to about 30 people (out of a total of ~85), but 
because only "active" members can vote, most DPRG business is able to achieve a 
quorum for voting purposes.  Bob returns two years later, and after attending three 
consecutive meetings, becomes an "active" member, and is able to take part in the 
DPRG voting process.

 
> The DPRG seems to have adopted a principle that the most power should be in the 
> hands of the membership and not the directors, whereas the way you describe it 
> below, the DMS may have decided the opposite, or may be unconsciously going in 
> the opposite direction.

When the membership is very small, active, and meet infrequently, there would be a lot 
of value, in principle to having most of power in the hands of the membership.  
However, my thinking is that this doesn't scale when you have large, inactive, and daily 
activity.  I've been envisioning a highly scalable DMS structure that can operate many 
initiatives in parallel.  To do this, in my opinion, it was best to adopt a traditional 
corporate structure, where the members elected the leadership that made daily 
operational decisions.  Leadership would also be responsible for appointing any 
management needed to run day to day operations.  This model has time proven 
scalability, and I believe it could support thousands of potential members.

The only disadvantage to this approach, in my opinion, is that the organization loses a
certain democratic quality, which can lead to members feeling a loss of personal 
investment and empowerment in the decision making process (if handled incorrectly).  
This can be issue can be resolved in several ways:

1) Delegation of specific operational responsibilities to committees (to create a feeling of 
empowerment and ownership).
2) Forming, encouraging, and directing leaders of projects and other activities.
3) Include a membership controlled method of peacefully and fairly replacing the 
leadership (should it ever become necessary).
 
> As you say, proxy is an alternative, but I don't think they're a good alternative if the 
> intent is to put most power in the hands of the membership. However, if you do get 
> DMS up to 80 people, you'll have to do the same thing we're doing: plead for proxy 
> votes to elect the board each year.

I think you're right about this, and it's worth revisiting.  If you can think about the 
"inactive" member concept that I mentioned earlier and give me some feedback, I'd like 
to work out a detailed solution.  I think it has the potential to work very well.


> Anyway, as you say, DMS may take a different path than DPRG, and that's fine.
>  
> regards
> 
> Paul

-- 
Mark R. Havens | 1905 Dana Ct | Irving, TX  75060
Mobile: 972-922-2281
From: Paul Bouchier <[email protected]>
Subject: Re: Regarding membership quorum voting...
Date: January 1, 2011 at 10:11:40 AM CST
To: Mark Havens <[email protected]>

Hi Mark. I agree with your concern about a 10% quorum, and I think the 30% quorum of 
the DPRG & DMS is about right. Even 20% is a bit low for a small organization, for the 
reasons you state.

I think the "inactive member can't vote" proposal is poor - it will alienate people who are 
otherwise in good standing. Also, I think that unless it is written into the bylaws it would 
be illegal under the Texas BOC Title 2 Ch 22 subsection D section 22.160 at
http://www.statutes.legis.state.tx.us/?link=BO 
which provides that all members have a right to vote unless otherwise stated in the 
bylaws (independent of class of membership). Regardless of whether it's a bad idea, I'd 
think you'd have to create 2 classes of members in the bylaws: active & inactive, & 
specify conditions for transition between them. One might even invoke the "no taxation 
without representation" principle & figure that inactive members shouldn't pay dues. 
Seems like a good way to shrink the org. I'm not going to take the DPRG there.

I think you're right about central leadership being scalable. The only question is, what 
kind of matters need to be submitted to the membership. By law, election of officers, 
and nothing else unless members call for a vote. But reality is, I think there are 
occasional other matters. For example, I believe it was correct to call a vote on whether 
the DPRG membership should authorize the board to sign a lease for the makerspace. 
That's only 1 "other" matter in 3 years, so maybe this is all not very important. 

Nevertheless, based on my reading of section 22.160 I think it is a simple matter for the 
bylaws to enable subsection d which says, "If authorized by the certificate of formation 
or bylaws of the corporation, a member vote on any matter may be conducted by mail, 
by facsimile transmission, by electronic message, or by any combination of those 
methods." Then the problem is largely solved using techniques such as Pete has been 
using in the DMS for steering committee election. 

My current thinking is to modify the bylaws to enable 22.160(d). If you do that before the 
DMS corporation sets adopts its bylaws you will be pre-enabled to dodge this problem.

The other change we're proposing to the bylaws is to declare a standing rules 
document, which will enable the leadership to act with greater flexibility. I guess to some 
extent that's putting more power in the hands of the board, but it seems reasonable.

regards

Paul
From: Mark Havens <[email protected]>
Subject: Re: Regarding membership quorum voting...
Date: January 3, 2011 at 5:41:44 PM CST
To: Paul Bouchier <[email protected]>



On Sat, Jan 1, 2011 at 10:11 AM, Paul Bouchier <[email protected]> wrote:
> Hi Mark. I agree with your concern about a 10% quorum, and I think the 30% quorum
> of the DPRG & DMS is about right. Even 20% is a bit low for a small organization, for
> the reasons you state.
>
> I think the "inactive member can't vote" proposal is poor - it will alienate people who 
> are otherwise in good standing. Also, I think that unless it is written into the bylaws it
> would be illegal under the Texas BOC Title 2 Ch 22 subsection D section 22.160 at
> http://www.statutes.legis.state.tx.us/?link=BO 
> which provides that all members have a right to vote unless otherwise stated in the 
> bylaws (independent of class of membership). Regardless of whether it's a bad idea, 
> I'd think you'd have to create 2 classes of members in the bylaws: > active & inactive, 
> & specify conditions for transition between them. One might even invoke the "no 
> taxation without representation" principle & figure that inactive members shouldn't pay 
> dues. Seems like a good way to shrink the org. I'm not going to take the DPRG there.

Upon further reflection of the DPRGs membership base, I can agree that this is
probably a bad idea, at least for the DPRG.  The DPRG does have non-regional 
members, and also seems to have an abundance of members that are only active once 
or twice a year.  My original thought was that this would encourage growth of active 
membership, while at the same time, enable the decision making process for those that 
participated the most.  Again, I'm geared to think organizationally from the DMS's 
perspective.  This type of structure might benefit a regional, physically dependent, 
participation focused organization like the DMS, but be at the same time, for the 
reasons you mentioned, it might be debilitating to an organization with a more passive 
culture like the DPRG.

However, if you have the ability and willingness to change the bylaws, this principle can 
be modified to fit the DPRGs specific organizational concerns.  Two or more 
membership classes would be needed as before, for example:

1) Establish an Active Class, and a Passive Class.
2) Only members in the Active Class can vote.
3) Active members become Passive members after no activity within an arbitrary time-
frame.
4) Passive members immediately become Active members upon their engagement in a 
membership activity.
5) Membership activity is defined by an arbitrary list of conditions (such as attendance 
or voting).

I think your principle concern is the difficulty in changing the DPRG bylaws; I don't fully 
know the internal issues regarding this, but it should not be impossible.  Using this 
model, there would be no real incentive for historically "Passive" members to vote 
against this change, since they can become an active member at any time of their 
choosing, without notice or waiting.  Sending mail, electronic, or other form of voting 
would automatically make them an "Active" member, and in the extreme chance that 
90% of the membership neglected participation to become "Passive" members, voting 
would only be required by a quorum of the remaining 10%.  Anyone that decided to 
make a "no taxation without representation" argument, or any other argument, would by 
the sheer act of participating, automatically be eligible to vote themselves.  In fact, if the 
only activity for the year by any "Passive" member was to submit an email ballet, this 
would qualify him or her as an "Active" member, and the vote could be included in the 
tally.  

Upon further reflection of this idea, I'm sure some members may view this whole 
concept as a "hack" to get around any promotional efforts needed to keep members 
involved, one way or another.  But honestly, if a bulk of the DPRG members 
are persistently "passive" anyway, with no intentions of becoming more involved, 
this might not be a bad consideration.  Eventually, if DPRG growth is a priority, single 
class membership, especially with members outside the region, it may be difficult, if not 
impossible to get a quorum, even with electronic or other forms of remote voting.
 

> I think you're right about central leadership being scalable. The only question is, what 
> kind of matters need to be submitted to the membership. By law, election of officers, 
> and nothing else unless members call for a vote. But reality is, I think there are 
> occasional other matters. For example, I believe it was correct to call a vote on 
> whether the DPRG membership should authorize the board to sign a lease for the 
> makerspace. That's only 1 "other" matter in 3 years, so maybe this is all not very 
> important. 

These types of matters can't easily be anticipated.  In the DPRG bylaws, there's a cost 
threshold.  The problem here is that specifying a static condition creates a bottleneck to 
scalability.  It might sound like a good idea in 1985 to include a $100 dollar threshold 
clause in an organization that has 10 members.  However, in 2011, an organization with 
10,000 members might need to authorize a million dollar purchase several times a 
year.  Creating this restriction in the bylaws would effectively hold back the organization 
and discourage the leadership's push for growth until the rule was finally changed.

This problem is usually eliminated by entrusting thresholds and conditions of operational 
policy, as well as any other policy, to a suite of "living documents" that can be modified 
by the leadership as needed (within the scope of established checks and balances).  
This would be a big culture change for the DPRG, but it is common in larger 
organizations.

As far as deciding which issues to bring to the members, and which to leave to the 
board, this can be very tricky, and it would depend entirely on the board's perception of 
the membership's culture, tolerances, involvement, and investment in the organization.  
In my view, the personal liability for non-profit leadership is the risk of a loss in respect 
and reputation for any organizational failure.  There should be no tangible liability.
 

> Nevertheless, based on my reading of section 22.160 I think it is a simple matter for 
> the bylaws to enable subsection d which says, "If authorized by the certificate of 
> formation or bylaws of the corporation, a member vote on any matter may be 
> conducted by mail, by facsimile transmission, by electronic message, or by any 
> combination of those methods." Then the problem is largely solved using techniques 
> such as Pete has been using in the DMS for steering committee election. 

No issue here that I see, other than the matter of anonymity and trust, which I 
mentioned last week.  For me, it would depend entirely on the sensitivity of the issue at 
hand.  Peter set up something in google docs at the last minute which got the job done. 
But ultimately, setting up a modern member portal with authentication and voting, along 
with lots of other features is expected to pop up in the near future.  The DPRG's website 
is well established, but it's been passed up by a flood of modern open source content 
management systems the last decade.  Migrating to something more capable that has 
voting capabilities, and using something that can be more easily managed by multiple 
people, might help eliminate some of the bottlenecks.
 

> My current thinking is to modify the bylaws to enable 22.160(d). If you do that before 
> the DMS corporation sets adopts its bylaws you will be pre-enabled to dodge this 
> problem.

No argument from me here.  We just need the online infrastructure to do 
it respectability, and we should be good to go.  I'll be sure to address this.
 

> The other change we're proposing to the bylaws is to declare a standing rules 
> document, which will enable the leadership to act with greater flexibility. I guess to 
> some extent that's putting more power in the hands of the board, but it seems 
> reasonable.

Unless technology and biology converged and we became the Borg (and latency wasn't 
an issue), having a 100% democratic organization for every decision isn't very practical 
in my view. There must be a balance, otherwise there will be a constant tug-o-war 
amongst all the different factions in the organization.  A standing rules document would 
be an excellent idea.  I'm working on a suite of "Living Documents" for the DMS that 
follows along the same thought process. 

> regards
> 
> Paul

--
Mark R. Havens | 1905 Dana Ct | Irving, TX  75060
Mobile: 972-922-2281