Article 5. Trustees
Between three and twelve individuals who are recognized for their ability to support and lend guidance to the Society shall constitute the Trustees of the Society. Trustees are elected for six year terms by the voting members of the Society but need not be members of the Society themselves. An individual may continue to serve as Trustee for so long as he / she is nominated and elected (or otherwise approved) as prescribed herein. Trustee nominations and elections shall be conducted as often as Executive Board elections, so as to establish staggered terms of office among the Trustee population and thus ensure continuity.
The Trustees shall elect their chairman and formulate their rules of procedure, quorum and voting requirements. Trustees may participate in meetings of the Executive Board and its committees as well as the General Business Meetings of the Society.
Trustees shall advise the President and the Executive Board in the implementation of policy and have the right to veto Executive Board decisions no later than two weeks after receipt of notification of such decisions. Notice of any such veto decision, including a statement of its rationale, shall be communicated to the Executive Board in writing. Examples of grounds for such a veto decision include:
(a) violation of the Society’s by-laws
(b) undue risk or loss to the Society or its prescribed organs
(c) undue risk or loss to a member, or set of members, in good standing
(d) contrariety to the best interests of the Society or the membership
(e) discrimination or victimization
The Executive Board may call on the voting members to vote via secret ballot to override such a veto. The veto shall be overridden if a number of votes equaling or exceeding a simple majority of the voting membership population are cast in favor of the override action.
In the case of a serious conflict among the officers or members of the Society, the Trustees may convene a special panel as a fact finding or arbitration board if they are requested to do so by one Party to the conflict (cf. Article 10).
The revisions to Article 5 include:
- specification for the staggered trustee terms of office which have been common practice over the last 30 years
- illustration of the types of issues upon which the trustees may based a veto
- clarification that there is no term limit applicable to trustees (i.e., they can continue for so long as they are nominated and elected)
PROPOSAL Re. Article 5
Much of Article 5 corresponds to the existing by-laws, There are two objectionable exceptions:
• The 2nd paragraph of Article 5 of the new by-laws stipulate that the trustees may participate in meetings of the Executive Board and its committees. Participation in General Business Meetings can be expected, especially when Trustees are Voting Members of the Society. But I wonder if it is wise to allow trustees to participate in Executive Board and committee meetings.. What if 12 Trustees suddenly populate an Executive Board meeting of 5-6? Since I presume many committees conduct their business electronically, what if 12 Trustees want to take part in the deliberations on the next slate of officers to be nominated?
I suggest that the 2nd sentence of the 2nd paragraph be removed and that the possibility of the Trustees to participate in the General Business Meeting be taken for granted.
• The additions to the existing by-laws should be edited for redundancy and wordiness. For example, the 2nd sentence of the 5th paragraph of Article 5 of the new by-laws says:
“The veto shall be overridden if a number of votes equaling or exceeding a simple majority of the voting membership population are cast in favor of the override action.”
Not only is there no definition of “voting membership population,” in this long-winding sentence, the phrase could mean either “all Voting Members” or “all Voting Members who happen to cast their vote,”
It would be so much clearer to be concise and say either:
“The veto is overridden by a simple majority of all Voting Members (of the Society)”
or
“The veto is overridden by a simple majority of all those voting.
This is just one of many such examples in the new by-laws. Maybe we should consult a lawyer before the new by-laws are put to a vote, or at least a professional editor. It would be embarrassing if the by-laws are passed and published, not to mention the havoc they could create if read closely – except, I think, we are not such a litigious bunch and in the past have operated quite well without following the by-laws too closely. But isn’t the whole project of revising the by-laws aimed at clarity?
Klaus: The first item to which you claim exception is not new or out of correspondence with the 1979 by-laws. It is in fact carried forward from those original by-laws.
The final sentence in the 3rd paragraph in Article 5 of the 1979 edition states:
“Trustees may participate in meetings of the Executive Board and its committees, and in the Business Meetings of the Society.”
This means the change you recommend is to remove a privilege already accorded the Trustees rather than rejecting a proposed new provision.
Some mention of Trustees’ right to participate in General Business Meetings is necessary if that participation is to be allowed. Trustees are not required to be ASC members, and the provisions for the GBM cite ‘voting members’ as the only population entitled to participate.
i am aware of the existing by-laws allowing trustees to participate in meetings of the executive board, its committees, and in the general business meeting.
yes, i argue against participation of the trustees in meetings of the executive board and its committees. this can become problematic on two ways: (1) it can disrupt decision making. to continue my earlier example, suppose the 12 trustees would want to be part of the planning meeting for a conference. this can become unwieldy with voting left undefined. (2) it confounds the executive function of task oriented committees with the trusdtees’ more general oversight role of matters of the society.
of course it should be allowed for any committee to invite anyone who might help facilitate their task but this should not be imposed ex officio.
incidentally, according to the existing by-laws the general business meeting is not restricted. and unlike what you say, the new by-laws do not seem to limit participation to voting members either — at least i could not find such a restriction.
personally i would not want to restrict participation in the general business meeting. if the society elects a non-member to be a trustee, that trustee should be allowed to participate. if non-members come to a cybernetic conference they should not be prevented from listening either.
participation does not mean voting, however, which needs to be restricted to the voting members, whether the vote is in person or by electronic means. incidentally, the existing by-laws do not provide an executive committee to appoint non-voting members.
AS SUGGESTED RE ARTICLE 12, ARTICLE 12 SHOULD BE ELIMINATED ENTIRELY AND BE REPLACED BY ADDING A SINGLE SENTENCE TO ARTICLE 5:
The trustees shall act as the Board of Directors of the Society.
ARTICLE 12 ESTABLISHES A NEW ENTITY THAT PERFORMS THE SAME OVERSIGHT FUNCTION AS THE TRUSTEES, DIFFERS FROM THEM ONLY IN NAME, CREATES NOT ONLY ADDITIONAL OFFICES, BUT ALSO INVITES A CONFLICT OF AUTHORITY BETWEEN THE TWO ORGANS.
I BELIEVE, ARTICLE 12 IS THE RESULT OF TAKING THE LEGAL REQUIREMENT OF HAVING TO HAVE A BOARD OF DIRECTORS TOO LITERALLY. A BOARD OF DIRECTORS NEEDS TO BE ELECTED ACCORDING TO EXISTING BY-LAWS AND MUST SERVE SUPERVISORY FUNCTIONS FOR A NON-PROFIT ORGANIZATION. IT CAN GO BY A VARIETY OF NAMES, TRUSTEES IS ONE OF THEM. (Our university has trustees instead of aboard of directors). ALTHOUGH LEGALLY SYNONYMOUS, JUST TO MAKE SURE THAT THE ROLE OF THE TRUSTEES IS NOT MISUNDERSTOOD, I AM SUGGESTING ADDING THAT SENTENCE.
MOREOVER, IT CAN BE A SOURCE OF CONFLICTS IF THE SUPERVISORY ROLE OF THE TRUSTEES IS CONFUSED WITH THE EXECUTIVE FUNCTION OF THE EXECUTIVE BOARD. THEREFORE I AN SUGGESTING TO REMOVE FROM THE EXISTING BY-LAWS AND FROM THE REVISED VERSION THE PROVISION THAT THE TRUSTEES CAN PARTICIPATE IN THE DELIBERATIONS OF THE EXECUTIVE BOARD AND ITS COMMITTEES. REMOVING THAT PROVISION DOES NOT PREVENT THE EXECUTIVE BOARD FROM INVITING THE TRUSTEES OR THEIR CHAIR TO A MEETING, OR THE TRUSTEES TO INVITE MEMBERS OF THE EXECUTIVE BOARD TO THEIRS.
Removing the privilege of trustees choosing of their own volition to participate in an executive meeting is worrying about an issue that is highly unlikely to transpire… ie. people are so busy, and trustees are generally so eclectic a group, that it is unlikely they will at some point organize and descend on a meeting! However, since any trustee can be invited, or can always ask “please invite me”, I have no problem whatsoever deleting that “right”.
Similarly, I think an AGM is unlikely to be attended by people other than those concerned with the society, and even if they do, they don’t have voting privileges unless they are indeed members. This does bring up the point for me that I do not like the automatic membership to the society that we have traditionally included with conferences. Sure it swells the apparent membership numbers, but it also adds a lot of names of people who really have no desire to be members, and take on the responsibilities of membership (eg. voting).
I have no problem with inviting everyone who is concerned with the Society to our General Business Meeting — preserving the casting of votes to the Voting Members of the Society. For example, if, as Ranulph suggested, there could be non-voting members (representing other cybernetically oriented organizations) present at a conference, it would be odd to exclude them from participation or speaking at our General Business Meeting. The same is true for Trustees who happen to be at that meeting.
About the issue of coupling membership in ASC to conference fees, i sympathize with Pille’s view, except this is a common practice with many professional associations. Membership rises at conferences and may not be sustained for the following year. Maybe one should not give membership for free with conference registration fees, only at a discount. Conferences are a way to attract new members. — but this is an operational issue not a by-laws issue.
I have pointed to the problem of conference signed up members in voting at the BGM in a comment under article 4.
I suggest that we tell people coming to conferences that there is a members price, a non-members price (which would be members price + cost of membership) and offer them option of becoming members, or not. In other words, membership becomes an optional “extra”. This way, perhaps those who were interested would become members. Perhaps we should offer this upgrade path throughout the conference, so people can decide at any time during the conference that they would like to to take the “free” membership option.