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From: Ross Gardler <rgardler@opendirective.com>
Date: Wed, 4 Jun 2014 00:42:56 -0700
Message-ID: 
 <CAKQbXgCN1=esZkpy_iX6NC3DFFHw4e1sXTsDAWvsu13+SfCkVA@mail.gmail.com>
Subject: Fwd: Reprise of: Purpose of a quorum, and purpose for bylaws
To: "legal-discuss@apache.org" <legal-discuss@apache.org>
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I've read through all the discussion on quorum. I see the proposal to move
people to emeritus - fine makes sense and will indeed have a positive
effect.

However, it seems to me like a change in the byelaws is appropriate. The
proposal below addresses the only concrete concerns I've seen.

Every year we seem to have this same routine and conversation. Even the
year after we encouraged people to go emeritus.

Is there a good reason why we don't change the bylaws along the lines
suggested below?

Ross


---------- Forwarded message ----------
From: Lawrence Rosen <lrosen@rosenlaw.com>
Date: 30 May 2014 08:53
Subject: Reprise of: Purpose of a quorum, and purpose for bylaws
To: members@apache.org
Cc: Lawrence Rosen <lrosen@rosenlaw.com>


My email on "Purpose of a Quorum" elicited nearly 50 responses, not counting
the diverging threads about the content and process of the ASF Annual
Meeting. There was, for a brief time, lots of noise on this list.

The simple point is this, however: No sensible organization containing a
large number of voting members would require a large quorum merely to call a
meeting to order. That becomes nearly impossible, and one risks
organizational paralysis if a quorum is not reached. Nor is it a legal
requirement.

The fear that a small rebel group will abduct the meeting and conduct "bad"
business is easily dealt with. Bylaws should provide that the agenda for the
meeting and any proposed resolutions be presented to the full membership
*prior* to the meeting, and the bylaws could provide that all but trivial
votes require a majority of *voting* members rather than *attending*
members.

Then, don't vote at the meeting. Why can't the ballots go out in advance to
all members and let us vote at our leisure *prior* to the meeting?

As for the use of the IRC log to communicate officer reports, that is also a
waste of bandwidth. Most organizations would (as I believe Joe Schaefer
suggested) publish a nice-looking PDF with those reports *prior* to its
annual meeting and call it our "Annual Report". Members should read it. We
can ask questions about it at the Annual Meeting. But there is nothing in
that report for the meeting attendees to approve.

Apache's bylaws are completely respectable. They are our Foundation's laws.
The attorneys who drew them up years ago did a great job. But when
organizations evolve, so too must their bylaws evolve.

I recommend that our Legal Affairs Committee be tasked to review and
modernize our bylaws for the 21st century.

/Larry

-----Original Message-----
From: Jim Jagielski [mailto:jim@jaguNET.com]
Sent: Thursday, May 29, 2014 7:42 AM
To: members@apache.org
Subject: Re: Purpose of a quorum
<snip>

--047d7b5d91ef362b8f04fafdc95f
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<div dir=3D"ltr"><br clear=3D"all"><div><div dir=3D"ltr"><div><div>I&#39;ve=
 read through all the discussion on quorum. I see the proposal to move peop=
le to emeritus - fine makes sense and will indeed have a positive effect.</=
div>

<div><br></div><div>However, it seems to me like a change in the byelaws is=
 appropriate. The proposal below addresses the only concrete concerns I&#39=
;ve seen. </div><div><br></div><div>Every year we seem to have this same ro=
utine and conversation. Even the year after we encouraged people to go emer=
itus.</div>

<div><br></div><div>Is there a good reason why we don&#39;t change the byla=
ws along the lines suggested below?</div><div><br></div><div>Ross<br></div>=
</div><div>=A0</div><div>=A0</div><div>=A0</div></div></div>
<br><br><div class=3D"gmail_quote">---------- Forwarded message ----------<=
br>From: <b class=3D"gmail_sendername">Lawrence Rosen</b> <span dir=3D"ltr"=
>&lt;<a href=3D"mailto:lrosen@rosenlaw.com">lrosen@rosenlaw.com</a>&gt;</sp=
an><br>

Date: 30 May 2014 08:53<br>Subject: Reprise of: Purpose of a quorum, and pu=
rpose for bylaws<br>To: <a href=3D"mailto:members@apache.org">members@apach=
e.org</a><br>Cc: Lawrence Rosen &lt;<a href=3D"mailto:lrosen@rosenlaw.com">=
lrosen@rosenlaw.com</a>&gt;<br>

<br><br>My email on &quot;Purpose of a Quorum&quot; elicited nearly 50 resp=
onses, not counting<br>
the diverging threads about the content and process of the ASF Annual<br>
Meeting. There was, for a brief time, lots of noise on this list.<br>
<br>
The simple point is this, however: No sensible organization containing a<br=
>
large number of voting members would require a large quorum merely to call =
a<br>
meeting to order. That becomes nearly impossible, and one risks<br>
organizational paralysis if a quorum is not reached. Nor is it a legal<br>
requirement.<br>
<br>
The fear that a small rebel group will abduct the meeting and conduct &quot=
;bad&quot;<br>
business is easily dealt with. Bylaws should provide that the agenda for th=
e<br>
meeting and any proposed resolutions be presented to the full membership<br=
>
*prior* to the meeting, and the bylaws could provide that all but trivial<b=
r>
votes require a majority of *voting* members rather than *attending*<br>
members.<br>
<br>
Then, don&#39;t vote at the meeting. Why can&#39;t the ballots go out in ad=
vance to<br>
all members and let us vote at our leisure *prior* to the meeting?<br>
<br>
As for the use of the IRC log to communicate officer reports, that is also =
a<br>
waste of bandwidth. Most organizations would (as I believe Joe Schaefer<br>
suggested) publish a nice-looking PDF with those reports *prior* to its<br>
annual meeting and call it our &quot;Annual Report&quot;. Members should re=
ad it. We<br>
can ask questions about it at the Annual Meeting. But there is nothing in<b=
r>
that report for the meeting attendees to approve.<br>
<br>
Apache&#39;s bylaws are completely respectable. They are our Foundation&#39=
;s laws.<br>
The attorneys who drew them up years ago did a great job. But when<br>
organizations evolve, so too must their bylaws evolve.<br>
<br>
I recommend that our Legal Affairs Committee be tasked to review and<br>
modernize our bylaws for the 21st century.<br>
<br>
/Larry<br>
<br>
-----Original Message-----<br>
From: Jim Jagielski [mailto:<a href=3D"mailto:jim@jaguNET.com">jim@jaguNET.=
com</a>]<br>
Sent: Thursday, May 29, 2014 7:42 AM<br>
To: <a href=3D"mailto:members@apache.org">members@apache.org</a><br>
Subject: Re: Purpose of a quorum<br>
&lt;snip&gt;<br>
<br>
<br>
</div><br></div>

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