The construction of the revised By-Laws was initiated in February 2009 and has gone through several cycles since then. A starter version was worked out between Ranulph Glanville and Randy Whitaker, the By-Laws Committee was established and the starter set was distributed amongst the committee members. Randy Whitaker collected two rounds of feedback from the committee members, the more recent one in July. In addition there were discussions on the ASC-MEMBERS forum, which had a bearing on new and revised material that went into the revised By-Laws document. The second revision was distributed to the committee members in August. On behalf of the By-Laws committee, Randy Whitaker reported the new and revised edition of the By-Laws to the Executive Board for its review, approval and/or ratification by the Membership. Randy Whitaker detailed the following changes between the current and the revised version.
The By-Laws document has been revised from front to back. It contains no section that was not revised to some extent. This is not to say that the provisions of the By-Laws changed everywhere or very much in all places where they changed. The revision addressed primarily issues of clarification and specification based on recent experience or common practice over at least three administrations. One article concerning the Board of Directors was added to the By-Laws, raising the previous number of 12 articles to 13 in the revised version. This was found necessary because as a registered corporate entity in the District of Columbia, the ASC is required to specify its Board of Directors. Under the relevant regulations, the Board of Directors is not necessarily the same as the Officers, the Executive Board or the Trustees. The new Article 13 thus introduces the most significant innovation to the revised version of the By-Laws.
The first three articles of the By-Laws document are all descriptive. Article 0 offers a synopsis of what cybernetics may be, based on a text written by Ernst von Glasersfeld in the 1980s at the request of the ASC. Article 1 gives the name of the Society and Article 2 lists the stated purposes of the Society. Articles 0 and 2 are heavily revised without great changes to thrust, theme or content. Article 2 was updated with material contributed largely by ASC Members on-line in a discussion based on Ranulph’s proposal for a mission statement for the ASC, during the first quarter of this calendar year.
Article 3, which describes the key component entities (or organs) of the Society, remains unchanged in terms of the specification of organs. The single exception is citation of the Board of Directors, which is not an internal organ and, as noted above, is described in Article 12. The number of members of each organ and the process of their selection also remain unchanged. The terms of offices also remain as specified in the current By-Laws.
Article 4 deals with membership-related matters such as membership criteria, privileges, voting, terms of membership etc. This article was heavily re-written, mostly in order to add clarification. In detail, this part of the revision aims to make clear what the terms of membership are, what the different kinds of membership status may be, which organs are empowered to affect membership criteria and categories and to eliminate a somewhat confusing set of membership categories listed in the current By-Laws, many of which had never been enforced or used.
An extension to the provisions for the General Business Meeting states that if the President is not available to chair the GBM, the Executive Board may appoint the Vice President, or someone else, to chair it. The time limits for compiling and disseminating the GBM Minutes to the Membership and for their approval by the Executive Board were shortened.
Revised criteria for membership account for new mechanisms that have arisen since 1979, such as nomination by the Nominations Committee or the bestowal of awards that include membership privileges. Another provision was added to clarify that to facilitate convenient liaisons with other organizations, the ASC’s Executive Board may establish non-voting membership categories. This accommodates an arrangement that has already been made for the Cybernetics Coalition. The effective terms and dues section was updated to clarify what kinds of data are to be announced in advance of each membership renewal cycle. This includes the new clarification that the ASC is obligated to lay out a new fee schedule each year to inform members and potential members what the available options may be.
The following few articles detail the primary constituent organs of the Society. Throughout these articles ambiguity and tight restrictions on term limits were alleviated. In other words, what appeared to be an implicit or explicit constraint of two terms per person per office (sometimes interpreted as simply two terms per person) was lifted. Thus, for example, under the revised By-Laws, Trustees could continue to serve so long as they are nominated and elected. The powers of the Trustees remain unchanged.
Article 6, which covers the Executive Board, was greatly extended to include a number of new provisions. This is to accommodate different types of Executive Board participation, to clarify different categories of participants or positions and to provide for the re-filling of posts that become vacant. The revised article also clarified that Executive Board officers are to be nominated and selected or ratified by formal consultation with the Membership and that certain titled functionaries and committee chairs who are appointed by the Executive Board are not themselves officers and members of the Executive Board per se. The same four officer positions required under the current By-Laws and the corporate regulations of the District of Columbia are still mandated by the revised version. These are President, Vice President, Secretary and Treasurer. The revised version of the By-Laws clarifies for the first time that additional Vice Presidents may be appointed for special purposes and that, if elected, these become voting members of the Executive Board. The responsibilities of the Executive Board in terms of formulating policy, making sure that elections etc. occur, are carried over from the current By-Laws without substantial changes. The District of Columbia corporate regulations require a 3-year term of office.
Provision is now made to allow the nominations committee in consultation with the Executive Board, and in some cases with the Trustees, that an offer may be approved for a third term if necessary. To the extent that term limits are specified, they are specific to the same office or the same position. The Executive Board may add augmented offices under the revised By-Laws such as special Vice Presidents etc. and the Executive Board may not on its own motion dissolve any of the core offices that are mandated (i.e. President, Vice President, Secretary and Treasurer).
Probably the biggest operational change provided for by the revised By-Laws is a clear specification of what to do in the case of a vacancy in an elected office or position. This is not covered by the current By-Laws and over the last decade such situations have been addressed by consensus rather than with a clear basis specified in the By-Laws. The revised By-Laws make it clear that the Executive Board may, on its own motion, fill vacancies at least temporarily from amongst its own officers, except for the President.
A provision was added to the By-Laws to clarify what happens when the President’s office becomes vacant. In this case, the Vice President should become the President pro tem, pending a special election to fill the vacancy or the entrance of an already-existing President elect into office. Interim appointments may be made at the convenience of the Executive Board to ensure that an office’s or position’s mission is fulfilled, pending the conduct of a special election (detailed changes to the By-Laws regarding special elections are described
below).
The provisions for the Ombudspersons remain essentially unchanged. The committee structure of the ASC was to some extent already delineated in the current By-Laws. Under the current administration, the committees have been named, staffed and given tasks and have become operational on an ongoing basis. The provisions for the roles of committees and their advisory function for the Executive Board remain unchanged.
Article 9 on elections and voting is considerably longer in the revised version of the By-Laws than in the current version. This is primarily due to various gaps that had to be filled with regard to specifications for handling both the election of officers initially and special election procedures for filling vacancies. The bulk of the revised text outlines the procedure by which the Executive Board, supported by the Nominations Committee, develops a ballot for an upcoming election or special election, and the procedure for executing that election. The roles as specified in this Article, with the Nominations committee having the authority to establish the ballot, the Executive Board then having the responsibility to set up the election, are the same as they have been executed over the past decade or so. Provisions for time frames for elections and nominations remain unchanged from either the current By-Laws and/or recent practice. For the first time, explicit provision is made that the ballots (which remain secret ballots) may be disseminated and returned by electronic means rather than post. Under the revised By-Laws, voting periods are 30 days in the case of general elections and a provision has been made that this can be cut in half for special elections. A provision was also added to specify a threshold above which the Executive Board can declare an election accomplished and actionable and below which further consultation with the Trustees may be necessary.
Article 10 on conflict resolution remains essentially unchanged in the revised version of the By-Laws. The two-level form of conflict resolution (via Ombudspersons for primarily smaller matters, and via Trustees for matters of large import or affecting the structural
operation of the Society itself) was left in place.
The procedure for amending and revising the By-Laws is laid out in Article 11 of the revised By-Laws. Previously, there has been a specification only for the ratification of the By-Laws, not for the procedure for amending the By-Laws. The criteria for who can initiate possible revisions of the By-Laws and to what extent were carried over from the current version of the By-Laws. Effective date provisions for when changes in By-Laws could take effect have been previously unclear and were added in the revised version.
The final Article 12 was added to clarify who the Board of Directors of the ASC are, as required by District of Columbia corporate regulations. The ASC consistently had a Board of Directors distinct from the Officers apparently until some time in the 1980s. Some time in the late 1980s or early 1990s the ASC quit referring to its Board of Directors and this organizational entity became forgotten – although not obsolete. After some discussion of how to handle this and considerable investigations with ASC veterans it was decided to set up a nominal Board of Directors that shall consist of at least three persons filling ex officio positions. One would be the President of the Society, one would be the Chair of the Trustees and by default the third would be the Immediate Past President. Provision was made for the Board of Directors to add additional Directors by election from the Membership. If such additional Directors are so elected, then their term shall match that of the Executive Board members (i.e. 3-year terms and on the same electoral cycle). The Board of Directors is specifically given responsibility for ensuring fulfilling of the Society’s obligations in its role as a corporate entity – specifically corporate registrations and tax filings. Hence the ASC’s ex officio Board of Directors, which is the only mandatory corporate component expected by the District of Columbia, is obliged to ensure the Society stays up to date with its corporate responsibilities. Article 12 item 4 is a modified version of a provision for emergency powers in the case of serious crisis added following a request by Ranulph Glanville with special regard to recent occurrences. The emergency powers provision vests emergency powers in the Board of Directors. This is consistent with expectations discernible in the relevant corporate regulations.
Thomas Fischer, Ranulph Glanville, Randy Whitaker
4.10.2009
It looks good. I have no comments.
As someone who participated in the revisions to the ASC Bylaws that now appear here, I would like to observe that I thought our charge was primarily to correct a major problem with the current Bylaws–namely, there was no procedure for replacing officers who resign or otherwise could not continue in the role they were elected to play. As long as the Bylaws were being revised anyway, the thought was: why not correct a few other lesser problems as well while we are at it, as the approval process is quite demanding. I was under the impression that the desire was to revise the Bylaws such that the changes would be transparent to anyone who placed the current next to the proposed and compared them, not to rewrite them completely. While I disagree with some of the wording used in the proposed version, I felt I had my say and could live with the compromise wording. If we are now considering re-writing the Bylaws, the question is: why not just create a new organization? I would suggest that we continue to tweak the revised Bylaws, but that we not substantially alter them. I would rather that sections just be removed than go through the agony of trying to get agreement on an entirely new set. Maybe I am just over-reacting to what I sense may become a major and prolonged undertaking, while we still do not have a legal solution to a serious problem: we have no Treasurer, and no procedure or getting one until the next election!
thanks, larry, for your comments. when i read the new by-laws for the first time, the same thought you had flashed through my mind: we need to found a new society. but then the practical side of mine said we should fix at least what is most offensive in them
regarding the board of directors issue, in my reading, this is hardly an issue at all. from what i understand, we do have to have by-laws and a body that oversees the operation of the society, a body of elected individuals that can be held accountable for the legality of the society. talking with stu, we came to the conclusion that the trustees have this oversight function. “board of directors” can go by various names. our university has trustees, others have a board of governors: http://en.wikipedia.org/wiki/Board_of_directors. although we do not need to, but we could add a simple sentence to article 5 saying that the trustees serve as a board of directors.
the issue of the missing treasurer is a bit more serious. but the existing by-laws do not prevent a president from appointing an interim vice-president or ask the finance committee to keep the books — without giving anyone a vote in the executive committee. the existing bylaws also do not prevent scheduling a special election to fill that vacancy.
so both issues are far from alarming, and making the operation of the society illegal.
i realize, of course some inadequacies in the existing by-laws. we wrote them 30 years ago and the cybernetic discourse has advanced since but the need of the society to operate has persisted. i am far from holding on to outdated formulations, but the proposed version is not an improvement. in my opinion, it is historically inaccurate, overly legalistic, long winding, and freezes the society’s modes of operation to what a prior executive committee had decided. we cannot operate that way in a rapidly changing environment.
for example, allowing paper ballots is archaic. or requiring that what the existing by-laws call vice presidents for specific purposes not simply be appointed but voted into a 3 year terms on the executive board. is stifling the executive board ability to adapt to the changing environment.
i was also distressed about the lack of transparency in the creation of the proposed by-laws. i learned that ranulph and randy was on a hard working committee, mainly because both had asked me questions about the history of the existing by-laws, but nobody was willing to reveal the names of the other members. only after the proposal of the new by-laws was published did i learn that you, pille, stu, lou, and all members of the executive committee were responsible for it. tomas fisher put up this very nice platform for commenting on the existing bylaws, but hardly any of the hard working committee members participate in the deliberations and it is altogether unclear what comes of the comments people make. when i have the time to worrk on the by-laws for the executive committee, i will want to insist on transparency.
if we are asked to vote on the document as a whole, i could not vote for it, hope that others would not vote for it either, and there is a good chance that it fails the 2/3 threshold.
i think we should take the time, as you say, and work on improving what we have and right now focus only on the succession problem, the board of directors issue, which is not a real problem at all, and perhaps one or two specific problems that need fixing.
in spare time during the last couple of days, i have tried to simplify some formulations, discovered gaps, and also came to the conclusion the articles 7, 10, and 12 can go and replced by adding a line or two in the other articles. for an outsider the whole document reads that of a conflict ridden society. in face we cooperate reasonably well.
If the ASC were an entity unto itself (maintaining no standing and incurring no constraints as a registered corporation) a ‘board of directors’ would be an optional element.
However, the ASC has for the last 40 years been a registered corporation in the District of Columbia and hence subject to DC corporate regulations. These regulations mandate a board of directors as the sole prescribed administrative organ - explicitly distinct from officers or trustees.
At the time the current by-laws were adopted (30 years ago), the ASC had a board of directors as required. Somewhere along the way the society forgot or neglected this fact and never replenished these mandatory positions as they became vacant (the final vacancy presumably having occurred with Heinz von Foerster’s death).
Forgetting the board of directors carries no weight as a legal tactic for redefining this prescribed organ. Alluding to variable or discretionary instantiations of ‘boards of directors’ in general does not negate the specific obligations of this particular organization in its specific and self-selected legal context. So long as ASC remains a DC corporate entity, it is legally obligated to have and to name its board of directors.
The ASC is arguably situated in a crossfire of potential legal jeopardy with respect to its board of directors. The ‘actual’ board became vacant years ago - putting us in jeopardy from having no directors whatsoever. Our official filings with the DC authorities incorrectly list individuals in the slots dedicated to declaring the society’s directors - putting us in jeopardy from having cited directors who have not legally entered the directorial positions.
As such, we need to restock the board of directors we must have, even if only by designating other officeholders as ex officio board members.. The approach cited above (designating the trustees to serve as the board of directors) is one of the alternatives discussed during the last 7 months. That particular approach received no more support than the similar suggestion for designating the Executive Board as the board of directors.
As someone who’s been involved in ASC affairs since the Society was revived by Barry Clemson and Stu Umpleby in the late 1970s, as well as a former ASC president, I’ve had mixed feelings about how active to get in this discussion. I have reviewed the proposed revisions to the By-Laws and tracked the various comments, however, and would like to share the following brief comments as the review process comes to a close.
First, I echo Larry Richards’ original comment last month that favors tweaking the By-Laws over whole-scale revision and share some of Klaus Krippendorf’s concern about both the process and the substance of the revisions. That having been said, I’d recommend moving forward on the proposed document rather than starting all over as long these changes enable the ASC to meet legal requirements for incorporation and facilitate Society operations in the future as expeditiously as possible.
Second, I do have a question that concerns the various awards/recognition the ASC confers. I see no mention of the awards, nor the criteria and process for selecting recipients, and find this troubling. It may be that these matters don’t belong in the By-Laws, which is certainly consistent with my support above for fine-tuning, but I do think the Society should then address them in a separate document so there is consistency and transparency in conferring that recognition and awards.