Re: Possible interim process fix - Existing Committees

[Terry Allen <tallen@sonic.net>]

Sometimes the inessential points are the best ones.  I don't think
that my disagreement with Jon about the formal existence of the
committees matters to what comes next, but this matter seems
entirely clear to me.  Here's why (bail out if not interested).

Jon wrote:
| [Terry Allen:]
| 
| | They will be dismayed to learn that OASIS didn't follow its own
| | procedure
| [...]
| | There are in fact no existing committees.
| 
| I understand Terry's point, but I have to disagree with this
| characterization of the current committees.
| 
| The OASIS board did, in fact, set up a committee procedure and the
| committees have, in fact, been following it.  

You took a left turn there.  OASIS set up (in its bylaws) rules for
forming committees, and the board didn't follow them (for all the
reasons we've discussed, including not naming their membership).  Nor 
are the TCs committees of the membership.  So they don't exist per
the bylaws.

As for the operation of committees, the bylaws don't authorize the
board to change their method of operation insofar as it's defined
by R, and to the extent that noncommittees have been following explicitly
the promulgated process, so what, it's not legal.

That point is moot for at least some noncommittees, because nobody
had a clue that there was a promulgated process, and just steered
by the seat of their pants (which has produced an interesting 
result, but that's for later discussion).

And what's more, their work product isn't tainted by the lack of
proper procedure; we can drag it aboard easily as soon as we set
sail in the new, properly constituted committees.  Maybe after 
a vote ...

|  What I've been calling
| our "default process" is something that took me (working on and off)
| about two months to formulate, and even after all my attempts to
| explain it, I don't think it's easy to see what I'm talking about
| unless you hold the bylaws up to a strong light and squinch your eyes
| just right.  The "real" rules that I maintain are implied by the
| bylaws are the result of a chain of logic that is, shall we say, not
| obvious, and as a matter of historical fact it's pretty clear that
| they are not what the people who wrote our bylaws actually had in
| mind.

Right, but they didn't say anything different, either.  I argued 
earlier that the wording of the bylaws is so obscure and your
(excellent) default process so, um, labored, that there is no
clear procedure for nonexecutive committees defined in the bylaws.
But that only means that everything falls through to R.  So you
have your choice:  either there is a default procedure or there
isn't.  Our noncommittees aren't legal by either choice.

| We've ended up in our current state because I came to the conclusion
| that the changes we need to make are too big to effect without
| changing the bylaws, and changing the bylaws means (to me) that we
| have to be absolutely sure exactly what they say -- perhaps more sure,
| I'm starting to think, than the people who wrote them in the first
| place.

Me too.  

But in the process of reasoning we discovered we had no clothes on.

| But I don't think that the almost medieval scrutiny we've been giving
| the letter of our bylaws should blind us to some basic facts.
| 
| 1. The procedure under which we've been working was put in place with
|    the knowledge and approval of the OASIS membership by duly elected
|    officers of the corporation who were exercising due diligence in
|    the application of their understanding of the bylaws (which
|    understanding is almost certainly closer to the intention of the
|    people who drew up the bylaws than is the result of my analysis).

See above.  This is tortured logic.  I have no complaint against
the duly elected of the past, but the bylaws stand on their own.
For someone not to follow them because they thought they said 
different is surely for that someone not to be exercising due
diligence.  That someone thought mistakenly that he was exercising
due diligence - or that the bylaws said something they didn't - 
does not legitimate the outcome wrt the noncommittees (although
it inclines us not to take to task the duly elected of the past;
these things happen).

| 2. The committees have been working according to the procedure put in
|    place by the elected board.

I doubt it, but in any event they didn't exist to begin with.

| 3. The procedure that the committees have been following is fair,
|    nondiscriminatory, and consensus-based.

Yes.  And that's the interesting result referred to above, which
we'll talk about later.  However, R doesn't specify consensus-based
committee behavior, it specifies votes.  Still, the committes
didn't exist, so what they did is immaterial to getting started
again with properly authorized ones.

| Bearing in mind as usual that I have no legal training, it's my belief
| that the process under which our committees have been operating is
| basically sound and that the deviations from the letter of our bylaws
| that I seem to see are (if they even exist) certainly unintentional
| and probably legally inconsequential.

Absolutely not.  I think we could not defend our final work product
were it to be challenged on the basis of process.  As this amounts
at the moment to the CALS table model and the Socat, I'm not
concerned.  

| So I don't think it's accurate to say that the current process is
| substantially broken and that the committees don't actually exist;
| that would be a little like saying that the government of Taiwan
| doesn't actually exist.  

Saving keystrokes, why would it be a little like that?

| I think it is accurate to say that the
| process we've been using is too informal for what we want to do with
| it.  Getting more formal means that we, the PAC, are obligated to put
| ourselves through contortions that would earn us pride of place in
| Cirque du Soleil, but it doesn't mean that we have to put the
| committees through that, too.

I think the process is probably formal enough, but anyway I'm 
willing to contort.  But are you seriously suggesting that we
don't have to start over again and have committees properly
appointed?  And if we do, what does it matter what the status
of the previous committees or noncommittees was?

I particularly think we shouldn't hide these contortions from the
membership; that would be really bad society relations.

regards, Terry