Vote to Amend Governance Documents

Sponsors

• Ed Bennett
• Will McShane
• Jennie Plasterer
• Andrew Camardella

History

• Announced:
• Language locked:
• Voted on:

Background

• Current bylaws: https://wiki.pumpingstationone.org/Bylaws
• Current membership agreement: https://wiki.pumpingstationone.org/Membership_agreement

For information about previous bylaws and related votes, there are extensive resources beyond the links above. The Wiki and Google Group are the primary repository for that information. Two Town Halls were announced on the Google Group and held both live and online on Oct 10 and Oct 24, 2018

An update of the bylaws and membership agreement has been created. In addition, a wholly new document has been created, entitled Dispute Resolution Committee. When we refer to the “Bylaws Vote”, we are referring to these three interconnected documents. The documents must be considered as one set, as they reference each other and do not stand alone as individual documents.

Bylaws

The Bylaws adjusts several aspects and timing of various functions of organization. Some of these come into conflict with the current bylaws; issues will be sorted out in the vote language. Major changes include:

• Removed language that was not directly to the operations of the organization, or rights provided to its members
• Made one membership tier
• Gives voting rights to all members
• Dispute Resolution Committee is instantiated
• 10% of Membership for quorum
• Cheif Technology Officer (CTO) and Director of Public Relation (PR) are no longer explicit board positions

CTO and PR Director Removal

The CTO and PR Director are currently elected positions in the Board of Directors, and will be filled for the 2019 election year. One of the many goals with this most recent revision of the Bylaws is to make a greater differentiation between the Board as an oversight body and area hosts/volunteers/agents performing the functions relating to the operation of the organization. The board typically handles a broad range of issues over the course of a year. The CTO and PR Director positions have fairly specific roles, which can be impeded by normal board operations due to constraints on time and energy. As such, The CTO and PR Director positions have been removed from the composition of the Board of Directors in this revision.

Position Transition

For the purposed of a smooth simple transition, this vote converts these 2 positions to Directors at Large (DaL) so that the elected members may be allowed to serve the term for the purpose they were elected. The elected officers shall remain until the Board creates 2 new area host positions titled "Chief Technology Officer" and "Public Relations Director", at which point the officers elected to serve in those roles shall resign from the board and serve in those respective areas.

The language for the CTO and PR Director in the most recent version of the Bylaws that maintained the positions is as follows and will be used as a basis for the Area Host role description:

Chief Technical Officer - The Chief Technical Officer (the “CTO”) shall manage and maintain the Corporation’s technological infrastructure as needed by the Corporation. The CTO shall maintain any website of the Corporation and the Corporation’s internal network. The CTO shall perform such duties as the Board of Directors may assign from time to time. The CTO shall manage the Corporation and perform all of his or her duties in a fiscally responsible manner. The CTO shall strive in good faith to attend the annual meeting in person. The CTO shall provide to the Board upon request all passwords, source code, and any other information the Board may deem necessary to insure continuity in operation of the Corporation’s data infrastructure. The CTO shall secure ownership by and for the corporation of any software licenses, cloud accounts, connectivity, hosted services, and other forms of information technology that comprise the corporation’s infrastructure.<nowiki>

Director of Public Relations - The Director of Public Relations (the “PR Director”) shall make the public aware of the purposes of the Corporation through community outreach, shall monitor marketing efforts, and shall serve as the primary point of contact for all media inquiries. The PR Director is responsible for working with the Board of Directors and the Members to coordinate strategic public relations campaigns to promote the organization. The PR Director shall be responsible for the content of all official press releases and announcements, and will work to develop communications strategies that advance the organization’s goals. The PR Director shall be responsible for ensuring that the Corporation’s events are appropriately publicized through a variety of media outlets by managing the promotion process and delegating tasks as necessary. The PR Director, if so directed by the Board, will also coordinate the development of a comprehensive fundraising strategy for the organization, including recruiting, building and maintaining long-term relationships with donors and potential donors, and working with the Membership to focus effort on the most appropriate fundraising activities with the highest chance of success. In all capacities, the PR Director is focused on raising awareness of the organization and its work at both a local and national level. The PR Director shall perform such duties as the Board of Directors may assign from time to time. The PR Director shall manage the Corporation and perform all of his or her duties in a fiscally responsible manner. The PR Director shall strive in good faith to attend the annual meeting in person.<nowiki>

Membership Agreement

The Membership Agreement strengthens and clarifies various expectations for Member Conduct. It also states various organizational processes explicitly, membership benefits, and expectations between all parties. Major changes include:

• Currently listed pricing is a placeholder - Pricing is set by the Board of Directors.
• Updated anti-harassment and code of conduct.
• Explicitly states rights and responsibilities of Members and Organization.
• Clarifies methods for resolving disputes.
• Member dues, tiers, and benefits will take effect March 1, 2019.

Dispute Resolution Committee

The Dispute Resolution Committee is an official committee instantiated by Pumping Station: One and its management is at the discretion of the board. The revised bylaws include it as a requirement so that it must exist at all times. The document that governs the DRC shall be maintained by the DRC and the Board of Directors, and is provided here for reference - https://docs.google.com/document/d/15FOGG91VR_wQMaRdJBUguScCpBnzG7d77Q3sB1-ZppU/ Major changes include:

• Defining a clear and concise process for raising an issue.
• Instantiates a committee tasked with working on resolving a dispute or issue.
• Has provisions for storing institutional knowledge.

Language

Replace our current bylaws with the revision contained in this document - https://docs.google.com/document/d/1gCKp6NKaYEg4mjtNaPlb3eN5U3djD8WfUL5DkcEaYZg/.

• The elected members serving as the Director of Public Relations and Cheif Technology Officer will continue to serve in their elected capacity as Director at Large

Replace out current membership agreement with the revision contained in this document - https://docs.google.com/document/d/1pCB4VwE5YOo03PAI9kj07vVi1T-eDjZQWwfOGZls8jQ/

If any policy is discovered to be in conflict with language or policies that appear in an ancillary governance document, then the organization will defer to the the newest of the documents. Corrections, amendments, and other forms of revised language will be addressed on a case-by-case basis.

Results

Present:

For:

Against:

Abstain: