[OSGeo-Board] Bylaws posted

[Daniel Brookshier]

On Feb 20, 2006, at 10:56 PM, Gary Lang wrote:

> Given what we are talking about doing, asking for a quorum is not  
> unreasonable at all. People shouldn't be made board members if they  
> are not willing to do the work.

Reaching quorum can be a problem. The key is to quickly recover from  
an inability to reach quorum when there are in essence, a quorum of  
inactive or unavailable board members.

At the OMG, committee members that missed more than three voting  
meetings were removed or replaced. This may also be applied to board  
meetings.

In some boards, there is a proxy system. The use of a proxy should be  
clear before the meeting and no more than one proxy held by any one  
board member. There should be a way to limit proxy use so that an  
inactive member does not appear active by over use of a proxy, like  
limiting its use to just a few meetings a year.

The simplest approach is to make it easy to add and remove board  
members. Similar to a three strikes rule, just ensure that any time a  
quorum is in danger, that the standing board has the ability to  
adjust its membership. To reduce the political land mines of  
appointments verses votes, adding and removing of members should be  
approved by the voting membership within approximately 30 days of  
such an action.

Finally, reduce the number of board meetings in favor of committees.  
The fewer meetings there are, the less need for formal counts. Even  
board meetings themselves can be transformed into executive committee  
meetings to avoid the additional board requirements. The bylaws only  
need to be clear of what requires the board's formal vote.

These are just strategies to use over time. As Gary points out, there  
is no free ride here. By being on the board, it is expected that you  
do the work required and make the meetings. However, life happens and  
most are volunteers, so we do need a few escape mechanisms for when a  
volunteer board member is unable to dedicate the time.

Daniel Brookshier
Community Manager
214-207-6614




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