mbk@psddevl.UUCP (Mike Blake-Knox) (12/23/83)
Some comments on the proposed set of new by-laws follow: 1) It would be virtually impossible for the members to reject a by-law amendment proposed by the Board under article 13.2 as it is extremely unlikely 25% of the USENIX membership would write a letter on any subject within the time limits imposed by the article. I suggest "25 percent of the Members" should be changed to "25 Members" which would force the Board to ask for a ballot rather than allowing a controversial change to be implemented while opposition was being formalized. 2) There is no requirement to ever have an Annual meeting although several of the mechanisms in the by-laws count on having one. 3) There is a requirement that the President (and secretary) know where the Treasurer's records are stored but no requirement that anyone know where the Secretary's records are stored. Is there some deep significance in this - are Secretaries inherently more business-like than Treasurers? 4) Changing the classes of membership may be very nice but we might be gambling on what the costs (membership fees) would be. 5) There should be a mechanism for initiating by-law amendments by petition of (say) 25 members. 6) I have just received my official ballot which was dated 9 Dec but posted 8 Dec(!). Replies apparently must be *received* by 31 Dec in order to be counted. This appears to effectively disenfranchise a large portion of USENIX's membership by requiring an impossibly tight schedule. This is particularly true at this time of year with Christmas mail volume being heavy. I would suggest that the By-law change be rejected and that USENIX follow a more consultative process in preparing another set. Mike Blake-Knox
mbk@psddevl.UUCP (Mike Blake-Knox) (12/23/83)
I spoke to Deborah Scherrer (the board member concerned with the new by-laws) yesterday. She explained a number of the points that concerned me. In the same order as my original points, her comments were: 1) Delaware corporate law requires that 25% of the members be able to reject a by-law amendment using the 'speedy' procedure in article 13.2. 2) She has noted the point about no requirement to have an annual meeting. 3) Ditto re secretary's records. 4) The new classes of member will have the same fees as their existing counterparts. 5) Apparrently, article 13.1 implies that the Board is required to submit a set of by-law ammendments proposed by anyone (even non-memebers) to a vote. With her comments in mind, and her assurrance that the above points will be considered for a future set of amendments, I am going to vote for the bylaws. Interestingly enough, the reason there is so little time for the procedure is that USENIX will have no members as of January 1 as no 1984 membership fees will have been paid. Mike Blake-Knox
milan@psddevl.UUCP (Milan Strnad) (12/24/83)
Interesting that USENIX will exist no more. After all, an organization with no members is not really an organization in the eyes of the law. Or will it be that a few will manage to pay their fees before January? Note that the fewer members there are, the more influence per member there is. Which members will manage this task? milan strnad (....!utzoo!psddevl!milan)