Suggestions for bylaws and procedures

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

Bylaws

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.

Bylaws consistently say "annual meeting" which avoids ugly apostrophes. There are in fact two annual meetings -- that of the Board, and that of the Members. The former follows the latter. (User:Lou)

As I look this over, I realize that the situation is even more complicated than how I described it and, I propose, than Lou described it. There are a few different things:

a) "annual meeting" (commonly called the "business meeting") -- the thing that the Bylaws requires us to hold once a year

b) "members' meeting", "members' meeting and conference", "conference and members' meeting", or "conference" (with varying uses of apostrophes) -- an event usually held around the annual meeting / business meeting where people present on TEI topics and SIGs have meetings

c) "Board meeting" -- a face-to-face meeting of the Board which in recent years has happened after the annual conference

The Bylaws only refer to the annual meeting, and I think that's fine. Our Bylaws should only require us to do the minimum that you would expect of a non-profit, so we don't want to set ourselves up for violating our own rules in case, for example, one year we are unable to hold a conference.

I see that the Board procedures document has one instance of "annual meeting", and I think that one is correct. There are also references to various forms of (b), capitalized in various ways. These, I've now decided, are also correct, though we should be consistent within that document even if we use other variants elsewhere.

So in short I've now decided that everything is fine except that we should copyedit the various uses of (b) in the Board procedures document. (Kshawkin 22:13, 25 June 2013 (EDT))

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.

Yes. Anyone like to propose some text? (User:Lou)

I now see that the Bylaws have a section called "Term" for both the Board and Council. In both of these sections, there is vague mention of elections to fill an opening: "in the case of election to fill a vacancy between regular elections". So the current Bylaws basically say that there needs to be a special election. As I think about this more, I think it should remain that way. And we should start actually doing that.

Sections 2 and 3

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

Possibly, but I am not sure which sections you are talking about (User:Lou)

In Article IV, Section 3, there's a sentence that reads, "Terms of office begin at the following January 1st. Elected Directors will serve a two-year term ending on December 31." It should move to Article IV, Section 2, where we actually discuss terms of office. (Kshawkin 22:13, 25 June 2013 (EDT))

Article VI

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".

I think all of these points are addressed in the new draft (User:Lou)

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.
• The Board procedures document said that reimbursements must be submitted within 1 month, but the reimbursement form itself and http://wiki.tei-c.org/index.php/TEI-Council-FAQ#What_funding_is_available_for_Council_Activities.3F both say "within 10 days".