[Businessmtg] FW: More questions - Re: By-laws review

[Steve Rankin]

Hi Anne K.,
ANNEK., - Article III Section 1 B talks about ASP Officers and refers to
Article V Section 4 which is actually Steering Committee Meetings. Perhaps
you meant Article V Section 2 Definition of Members? 
STEVE:  Not really.  This simply states that the ASP officers are also
members of ASP.  There are other organizations where this is not true, hence
this statement. 
ANNEK - I'm sorry, I was not clear. I believe the reference to Article V
Section 4 is incorrect.  - Article III Section 1 B is " ASP Officers: ASP
officers, as defined in Article V, Section 4, are also members of ASP.
Article V Section 4 is " Steering Committee Meetings. A. Meetings are called
and chaired by the ASP List Administrator. Article V Section 2 defines the
steering committee members. 
STEVE: OK, I think I understand what you are trying to say now.  The
reference to Article V, Section 4 in Article III, Section 1.B. should be to
Article V Section 2, not 4.  Corrected.  
==========================
- Article IV Section 4 - ..."a substantial majority (more than 67%) of votes
cast..."   Both the ASP Service Structure and the Founding Policies of
Motion 4 on the ASP Website refer to a " ...2/3 majority of voting
members..."  As I'm sure you know, 2/3 is 66.6666667% so I understand the
67%. However, the addition of the words "more than" in the proposed bylaws
seems to be a new requirement from ASP existing policy. Would you please
explain the rationale behind the additional words? 
STEVE:  Agreed. The draft has been updated to more accurately comply with
the Founding Policies.
ANNEK. No questions - thank you for re-numbering the sections as well
STEVE:  You are quite welcome.
==========================
- Article VIII Section 2 F a - "If the List Administrator is unable to
complete his/her term, then the next Alternate List Administrator will serve
the office of List Administrator for a three-year term beginning at that
time.  The previous office of that new List Administrator will then become
vacant."  From the Service Structure, Alternate List Administrator #1 is the
Secretary. The way I read this part of the proposed by-laws, the Secretary
position is signing up for potentially 6 years of service. This wording is
not in the Service Structure or Motion 4. Would you please explain why we
wouldn't be electing a new List Administrator? 
STEVE: The List Administrator position is the one position that must be
filled continuously.  Hence, this is the only position with a defined
succession in the case of a vacancy.  Considering the realities that officer
positions at ASP often go vacant for long periods of time, the length of
time involved with electing an officer, and the investment of time and
energy made by an alternate thrust into the List Administrator position, the
honor of serving the full term is automatically available to an alternate.
Could that result in 6 years of service?  Technically, that would be
possible, however that would be highly unlikely.
ANNEK - I would like to discuss the sfurther. I"m not against there being an
alternate to the List Administrator position. I think having the alternate
fulfill a 3 year term automatically is asking a lot of a person. Could it be
an option for the alternate to fulfill a 3 year term as LA, otherwise it is
a temporary position until a new LA is found or something like that? I feel
this needs more discussion. 
STEVE:  May I share a few thoughts?  
First, the bylaws are not a place for options.  The bylaws are the "law" of
the group that govern everyone in the group, however in reality the bylaws
govern the officers more than the regular members.  That should be obvious
because the majority of the bylaws discuss the responsibilities and actions
of the officers.  Additionally, there is only consequence for a member
violating the bylaws is to get booted out of the group, while an officer is
not only accountable to the group, but to government authorities.  
Second, creating options in the bylaws exponentially expands the
opportunities for mistakes, confusion, differences of interpretation and so
on.  Linda asked to keep it simple, and in this case, I definitely agree
with her.  The bylaws need to say "If A happens, then do Q."  
Third, your example of concern was that the Alternate might wind up being
obligated to serve 6 years.  As I noted, that would require perfect timing.
It is equally probable that the timing could work out in the opposite
direction where the Alternate was only obligated to serve just days over the
3 years she was initially elected for. Consider the sole example we have had
in ASP.  Beverly's election as Secretary was announced on Dec 1, 2019, Jerry
announced submitted his resignation on March 1, 2020 effective April 1st.
In this case, Beverly would have served for 40 months instead of 36 months.

Fourth, regardless of what we stipulate in the bylaws, the officer always
has the ability to resign, which is exactly what Beverly did.  
Fifth, I think it is a mistake to assume anything about the Alternate's
interest in rotating into the List Administrator position.  Some might see
it as an impossible burden while others might be secretly harboring a dream
of serving as List Administrator.  
My suggestion is to leave it as is and deal with the results when and if
needed.
==========================
ANNEK Also I had a couple general comments at the end - the first one you
took care of but I did not see any changes for the second: 
- Article VIII Section 2 B - it appears that some of the wording from A is
in B
STEVE:  You are correct.  The bylaws were drafted in MS Word, then pasted
into HTML software for posting on my website.  Unfortunately, it appears the
HTML software's behavior suggests it needs to go to more meetings.   
I've fixed it and updated the PDF on the ASP website, and I renamed the PDF
with today's date.
I'll post the updated links separately for everyone's convenience.
Love and SERENITY,
Steve