Re: oasis board cte appt process

[Jon Bosak <bosak@boethius.eng.sun.com>]

[tallen@sonic.net:]

| In looking through Robert's and our bylaws, I found I was
| unclear about exactly what the board is going to do on
| Monday and how Robert's applies to it.

I am now hesitant about creating the second advisory board (the
TRAC), for reasons that I will explain in detail elsewhere.

But while we're figuring that part out, I'm going to go ahead now
with the proposal to create the PAC so that we can start
conducting formal business.  Stand by for a message to this
effect.

| The question remains whether R pp482--89 applies to
| committees of the board.

I think that it does.  I don't believe that there is a distinction
between the procedural conduct of a committee of the board and the
procedural conduct of a generic committee.  I think that the bylaws
apply to OASIS boards the rules in Robert's for boards and apply to
OASIS committees the rules in Robert's for committees (which are
practically identical anyway).

| Below, you assert that the board is an assembly, and R p5
| supports you.

I think that "committee" extends "deliberative assembly"; it's an
inheritance thing.  A committee is a kind of deliberative assembly so
constituted that if it's small enough to operate effectively with
certain specific relaxations of the normal form (i.e., operate under
committee rules), then those are the rules it starts with by default,
rather than having to form a committee of the whole in order to be
able to operate that way.  And a committee is created by and reports
back to whatever kind of agency (assembly in the general sense)
created it.

| So I conclude that all of art. 49 ("Committees") applies

I think so, too.

| and including the section "Information, ..." beginning on
| p489, which the OASIS board should read before acting: it
| obliges the secretary of the society (apparently the same as
| an assembly) to notify all persons appointed and to provide
| the committee chair with copies of the papers, motion or
| other matter formally referred to it (which we must not
| scribble upon).

I believe that email to a list fulfills any procedural requirement
fulfilled by regular mail.  Copying to a list seems to me to be even
more formal and secure than regular mail and just as permanent if
someone makes a point of printing it out.

| This will require some written text to be conveyed, so the board
| should articulate it.

Yes.  I'm sending a prepared formal resolution for the board to
vote on.

| Thus R p487 (e) applies, and the board can appoint this
| committee by adoption of a motion naming its members; if
| this route it taken, the motion must list the names (should
| be easy to do for the rebooted PAC).

Yup.  See message to follow shortly.

| 5.2 refers specifically to committees designated by the
| board (though it doesn't say that they must be committees of
| the board; an interesting exercise would be to determine
| whether it forbids OASIS to have committees of the
| membership):
| 
| "The corporation shall have such other committees as may
| from time to time be designated by resolution of the Board
| of Directors.  Such other committees may consist of persons
| who are not also members of the Board."

I don't think that this has to do with committees of the membership
(it seems to me that I thought it did for a little while, but that was
some time ago).  I think that the emphasis in this passage is on the
word "corporation."  I'm going out on a limb again, but it seems to
this legally untrained person that the bylaws make a fundamental
distinction between the corporation (the thing that has legal
liability) and the membership (which has formed the corporation in
large part to assume legal liability on behalf of the members).  I
think what this is saying is that the board can resolve to have
committees charged with carrying out some of the work of the
corporation.  My hunch is that these two sentences were orginally
boilerplate and that the sentence about "advisory capacity" that
immediately follows the passage quoted above was added when this
corporation was formed, but of course I have no evidence outside of
the text itself.

| As this is the bootstrap and interim procedure, we need not
| worry about refreshing and reappointing committees

That thought has led me to begin to reconsider the TRAC; more to come
separately.

| but note R p479 top; if these are standing committees of the
| board they die when the board changes.

I don't think that they are standing committees, but this demonstrates
another reason for building the structure we want into the bylaws.

| So what I expect to happen, should the board choose to
| appoint a PAC, is that a resolution of the board (bylaws
| 5.2; on the formality of resolutions see R p32, 102--04)
| will be presented to the board, resolving to create the
| committee as an advisory committee under the bylaws, stating
| its mandate, and naming its chair and members.  The board
| will then approve it by procedure I don't want to look up,
| and the OASIS secretary (Jon Parsons) will notify the
| appointed members and convey the appropriate docs to the
| chair.  I don't find any support in R for any obligation by
| the board to announce to the general membership any of this,
| or even for the chair to convey copies of the docs he
| receives to the members of the committee, but it would be
| courteous, and I'll suggest formalizing such courtesy in the
| bylaws by and by.
| 
| We would then have an advisory committee of the board in
| accordance with bylaws 5.2 and R.  Does that all sound
| approximately right?

That's how I read it.

Jon