Governance Meeting 2011-02-03

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  • Chris H
  • Luke C
  • Alishams H
  • Jordan E


  • Facilitator: Luke C
  • Scribe: Jordan E


Review Bylaw goals as agreed upon in monthly general meetings

  • Luke: I want to make sure I'm not wasting my time by working on this. Want to make sure that we are not changing the scope of the bylaws project.
  • Chris: I made one point that will be carried over to future stuff. Consensus needs to overlay the decision process.
  • Luke: Is your concern that we haven't correctly laid out our goals? Or is it that the legal language is incompatible?
  • Chris: The latter.
  • Luke: So you're not calling into question the inclusion of a pass/fail failsafe.
  • Chris: I'm calling into questions the overriding failsafe.
  • Luke: IF consensus wasn't happening then we could move towards an 80% vote. The consensus thing can be: someone proposes? any blocks? if not, we have 100% votes. Then the resolution passed.
  • Chris: A resolution passed is a majority vote.
  • Luke: A special resolution has to be part of the agenda before the meeting starts. It's not something that can be done impromptu.
  • Chris: Yeah a special resolution is different as well. So are we saying ANY resolution is passing by 80% as a failsafe?
  • Luke: The issue that you're raising is a mechanical thing. But, am I right to say that for the intent of what we're trying to do, we've captured it?
  • Chris: Yes, I'm worried about the wording of the fallback. Do we need to call for a vote when we can't get consensus? Or can we just say let's do it by 80% consensus. It means that it passes the voting system.
  • Luke: We are implying: "If a resolution passed by consensus it is considered to be passed unanimously."
  • Ali: We could use another way to achieve consensus. Can we define consensus in the bylaws.
  • Chris: We don't really need to.
  • Luke: The way the act is written is very low level, but consensus is high level. There's tons of wiggle room as to how we do consensus.
  • Luke: I will feel like I have failed the org if we do not have at least these bylaw goals enacted this year. I would support you in rigorously defining consensus in the bylaws, but in a second revision next year.
  • Ali: I totally support a fallback.
  • Luke: Yes so let's move forward, we're a month behind. We should try to finish and enact this set of bylaw revisions for this year's AGM at all costs.
  • Ali: How much did we budget for a Lawyer?
  • Luke: double than what we budgeted before. [We've budgeted $1200 for 2011.]
  • Ali: I wouldn't mind if we sat down with a lawyer to find out if this stuff is even feasible.
  • Luke: We need a directors indemnity clause.
  • Chris: It's in their policy?
  • Luke: It's a condition of their insurance policy
  • Chris: Well it must be somewhere
  • Luke: I've been trying to get them to tell us the exact clause they want, but they won't provide it. I suspect that they don't want to put themselves into a position where they're offering us what could be considered legal advice.
  • Chris: I want to know what are the conditions of the clause.
  • Luke: My hope is when we get a laywer involved, they will know exactly how to word it. Then we'll ask the insurance company to see if it works for them.
  • Ali: Can we get a couple hours with a lawyer?
  • Chris: I just want to know what directors indemnity means.
  • Luke: I see this as the least of our worries. The lawyer will tell us what we need and fix it. There's not going to be any debate from our members on this. It's simply not important to most people.
  • Luke: Are we happy about Membership? Yes.
  • Luke Are we happy about sending our correspondence? Yes.
  • Luke: It sounds like we're all on the same page then. Good.
  • Ali: We should add all the general monthly meetings into the bylaws.
  • Jordan: No... There's no point.
  • Luke: it's not that I don't see a point, but there are practical downsides.
  • Chris: I really like that idea but I want it to be a goal for the next board of directors.
  • Ali: It's also something I'd like to ask a lawyer
  • Luke: I think we should define what our monthly meetings are and aren't, but not in the bylaws. At least not in this set of revisions.
  • Luke: we need to get a lawyer not just answer questions but do this all at once. Merge our 4 issues into the society act.
  • Ali: We should have multiple meeting to see what we can or cannot keep.
  • Luke: We would go thru the goals one by one and the lawyer would go and do the work to write a draft. We would review them, questions, revision, done.
  • Luke: I know a guy who will help us start this project. Guy = practicing lawyer. Now that I know that we're all on the same page and I will put more effort into it. What I'll do is make contact and take him for beer.
  • Luke: What's our timeline? If we can have a draft by March, and then...
  • Ali: When's the next AGM?
  • Luke: If we do nothing then the next AGM will be where we fix the bylaws. We need an EGM where the only thing on the table is to adopt new bylaws. If we do it at the AGM then it would have to be robs rules. Then the whole AGM has to be that way.
  • Ali: I agree
  • Luke: What if we have a lawyer vet it by mid-March. That gives us six weeks to accomplish our goals. And we will hold an EGM in early April.
  • Jordan commits to updating the wiki page.

EGM logistics planning

Status update on current member registry, and how we plan on notifying them.

  • Luke: Ali: I gave this to you a couple months ago, have you made any progress?
  • Ali: No
  • Luke: Remember you also have FGDB at your disposal.
  • Ali: I just need time to come in here and do it. The easiest thing is to spam them and ask them for their address.
  • Luke: Can you commit to this?
  • Ali: I need an address within FGV to do this.
  • Jordan: Ask Tyler to make you one within
  • Luke: are you committing to do this by whatever means necessary? When can you have this done by?
  • Ali: Can try and get it done by, 11th of February.
  • Luke: It'll take 3 or 4 passes, so having the first pass done by Feb 11th is good.
  • Ali: I'll commit to finding out how much notice we need to give the government registry before the EGM. Which means I have to get it done by early March.
  • Ali: Send Chris the exception in the societies act about notifying the government registry.
  • Luke: Who's going to spearhead the EGM.
  • Jordan: I will help but I will not spearhead the project.
  • Chris: I will do it. I'll make a thing in the directors list.

How to address board roles

(Treasurer, Secretary, President, Vice-President).

  • Luke: We don't have consensus among ourselves regarding this topic. I think for now, we could define it for ourselves. The reason being so that future boards would know what they need to cover. Treasurer and Secretary would be the same as they are written in the act.
  • Ali: Then let's take them out, it's simple and trivial.
  • Luke: I disagree. It's not simple and trivial.
  • Luke: I'm happy to defer this whole issue, but I think there are pros to defining these responsibilities.
  • Luke: I'm looking to avoid denial of responsibility. The next board can self select who's going to do what role, and if it's dropped then the board is responsible picking up those responsibilities.
  • Chris: But we need to elect these roles.
  • Ali: Can we ask a lawyer?
  • Luke: We can get a lawyers advice but it still will not be definitive.
  • Ali: I would love to know the implications.
  • Ali: I want to ask to remove the titles, assign responsibilities, and stay in line with the societies act.
  • Luke: I want them to stay there. Otherwise we have have a set of bylaws that is even more diverged from Schedule B.
  • Jordan: What is the advantage of removing the roles.
  • Ali: It removes the perception of hierarchy.
  • Chris: I'm not saying its a thing about hierarchy. As it stands now there is a long list of responsibilities. If future board of directors needs a division of responsibility.
  • Luke: Even if the president had all the control in the world, and abused it, there are still mechanisms for the members to get rid of a president if need be.
  • Chris: I want these roles defined somehow. Either in the bylaws and express to the membership.
  • Luke: I think to use the roles from the bylaws as they stand in the society act as they stand and not modify. It just means the buck stops with someone. So what are we doing? Nothing?
  • Chris: I think because of the deadlines we should not do it at this time.
  • Ali: I think we can do it. I will make something that could be incorporated into the bylaws. I see a value in it.
  • Chris: Could I suggest that we recommend that the next board addresses this and defines these roles?
  • (Agreement)