Suggestions for bylaws and procedures

Suggested changes to the Bylaws and the Board procedures document ...

Throughout
The Bylaws use the term "annual meeting", but the Board procedures document uses the term "members' meeting". Change all references in the Bylaws or in the Board procedures document to reflect preferred usage.

Article IV
What do we do if a Council or Board member resigns? Robert's Rules say, "The power to appoint a committee carries with it the power to appoint its chairman and to fill any vacancy that may arise in the committee." Since the membership elects Board and Council members, by default only the membership can fill them. However, it might make sense to allow the Board and/or Council to appoint people to fill out terms. If such a power is given, it should be added to Article IV somewhere.

Sections 2 and 3
Information about the term in section 3 should be condensed with the information already in section 2.

Section 2
We need to clarify paragraph 1:

a) Does "twelve members" include the Chair of the Consortium and at least one other person designated by the Board of Directors?

Since we currently have 10 elected members, I think the answer is "yes".

b) Are the Chair and at least one other person designated by the Board of Directors voting or non-voting members?

I realize that in our consensus-driven organization this doesn't really matter, but it would be good to make it official at some point.

Section 3
Change "board of directors" to "Board of Directors".

Board procedures document
The Board procedures document has two sections -- "Members' Meetings" and Appendix A -- which overlap considerably with the conference protocol under development. They should be consolidated eventually, either into the Board procedures document or into a conference protocol document for the TEI-C website.

Specific recommended changes to the text of the Board procedures document:


 * The Bylaws use the term "annual meeting", but the Board procedures document uses the term "members' meeting". Change all references in the Bylaws or in the Board procedures document to reflect preferred usage.
 * The section "Elections of Board of Directors and Council" should mention that it is necessary to synch the TEI-MEMBERS subscription list with the membership database before using that list.
 * Item 1 in the the conference protocol under development is handled better in the Board procedures document and should be deleted in the conference protocol (although perhaps the link to the sample bid should be copied over, first).
 * Item 2.2 in the the conference protocol under development is in conflict with "Planning and Venue" section of the Board procedures document.