Difference between revisions of "Vote to Amend Governance Documents"

Latest revision as of 01:07, 7 February 2019

History

Announced: 12/26/18
Town Hall: 1/15/19
Language locked: 1/24/19
Voted on: 1/29/19

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 related 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
Gives power to the board to act on obligation arising from fiduciary duty, matters of health and safety within the facility.

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:

The revised bylaws only has one membership tier. All Full Members will be converted to a Membership with Member Storage level, and all Starving Hackers will be converted to a Membership level.
Updated anti-harassment and code of conduct.
Explicitly states rights and responsibilities of Members and Organization.
Clarifies methods for resolving disputes.

Dispute Resolution Committee

The Dispute Resolution Committee is an official committee instantiated by Pumping Station: One Bylaws; 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/

Reasons for its creation:

Instantiates a committee tasked with working on resolving a dispute or issue.
Defines a clear and transparent process for raising an issue.
Has provisions for storing institutional knowledge about issues that arise and how disputes are handled.

Language

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

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

All changes go into effect at midnight following the passing of vote.

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

Quorum:106

Present:108

For:85

Against:8

Abstain:15

Clarification

Below is the sent to the membership via Private PS1 Google Group on 2/6/19 to clarify final language of Governance documents also posted here for record-keeping:

Hi everyone,

Last week we passed a major revision to our governing documents: updating our Bylaws, Membership agreement, and establishing a Dispute Resolution Committee. Unfortunately, due to clerical error, there has been some confusion about which version of these documents were passed and approved by the membership due to how Google Docs presents suggested changes.

The Board is assuming on good faith that the “suggested” language (i.e. the language that is highlighted or appears in a different color compared to the rest of the document) that appears in the Google docs linked in the “Language section” of the Vote to Amend Governance Documents on Pumping Station: One Wiki is the language the membership has approved and passed into governing policy at PS:1.

Not all Google suggestions will be addressed here for the sake of brevity, as most of the suggested language was grammatical or formatting-related in nature (e.g. capitalizing “Officers” in Section V.2 of the Bylaws). There were, however, a few potentially confusing, minor language adjustments that we would like to highlight for the sake of clarity and transparency. The original Bylaws documents are still available via the wiki page for review with the relevant suggestions cited in this memo. If there is something we failed to address, please bring it to our attention and we will respond as soon as possible.

The 2 main textual issues of note appear in the Membership Agreement as follows:

Including the word “explicit” in section 4.1.13 such that the language reads, “Discussions about explicit sexual behavior or interests.”

Changing the language of section 10.3 from “Completing the required Canvas/online education courses” to “Completing accompanying [sic] Canvas/online education courses required for authorization.”

There were other parts of the Bylaws or the Membership Agreement that appeared as though they included text additions, but were rather highlighted due to the language being tagged for comment or adjusted for formatting changes. Such examples were Section VI.7.G in the Bylaws, the Membership Agreement preamble and Membership Agreement sections 3.1, 4.15, 14.1, and 14.5-9. Google does not distinguish between formatting and textual changes when displaying suggestions or highlighting language.

In the rare case of situations such as the Membership Agreement section 7.5, or section 10.3 where “own” was grammatically incorrectly changed to “owning” and “accompanying” was misspelled, respectively, those grammatical errors will be corrected as they do not change the meaning of voted-upon language, but do affect the overall readability of the document.

The establishment of these Bylaws is the foundation of new and exciting changes at PS1, including all-member suffrage and establishing the DRC. We respect the democratic process that drives PS1 and know it’s the little things that add up, which is why we wanted to clarify this issue for everyone. Thank you for being a part of the PS1 community and for putting in the effort to ensure we can continue as an organization long into the future.

Best,

The PS1 Board of Directors

@@ Line 3: / Line 3: @@
 *Jennie Plasterer
 *Andrew Camardella
+*Joe Mertz
 == History ==
@@ Line 23: / Line 24: @@
 ===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
+* Removed language that was not directly related 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
+* Gives power to the board to act on obligation arising from fiduciary duty, matters of health and safety within the facility.
-=====CTO and PR Director Removal=====
+===Membership Agreement===
-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.
+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.
-=====Position Transition=====
+Major changes include:
-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 revised bylaws only has one membership tier. All Full Members will be converted to a Membership with Member Storage level, and all Starving Hackers will be converted to a Membership level.
-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/
+The Dispute Resolution Committee is an official committee instantiated by Pumping Station: One Bylaws; 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.
+Reasons for its creation:
 * Instantiates a committee tasked with working on resolving a dispute or issue.
-* Has provisions for storing institutional knowledge.
+* Defines a clear and transparent process for raising an issue.
+* Has provisions for storing institutional knowledge about issues that arise and how disputes are handled.
 == 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 but with the titles of Director at Large.
 Replace our current membership agreement with the revision contained in this document - https://docs.google.com/document/d/1pCB4VwE5YOo03PAI9kj07vVi1T-eDjZQWwfOGZls8jQ/
+All changes go into effect at midnight following the passing of vote.
 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.
@@ Line 69: / Line 60: @@
 == Results ==
-Present:
+Quorum:106
-For:
+Present:108
-Against:
+For:85
-Abstain:
+Against:8
+Abstain:15
 [[Category:Votes]]
 [[Category:2019 Votes]]
+==Clarification==
+Below is the sent to the membership via Private PS1 Google Group on 2/6/19 to clarify final language of Governance documents also posted here for record-keeping:
+Hi everyone,
+Last week we passed a major revision to our governing documents: updating our Bylaws, Membership agreement, and establishing a Dispute Resolution Committee. Unfortunately, due to clerical error, there has been some confusion about which version of these documents were passed and approved by the membership due to how Google Docs presents suggested changes.
+The Board is assuming on good faith that the “suggested” language (i.e. the language that is highlighted or appears in a different color compared to the rest of the document) that appears in the Google docs linked in the “Language section” of the Vote to Amend Governance Documents on Pumping Station: One Wiki is the language the membership has approved and passed into governing policy at PS:1.
+Not all Google suggestions will be addressed here for the sake of brevity, as most of the suggested language was grammatical or formatting-related in nature (e.g. capitalizing “Officers” in Section V.2 of the Bylaws). There were, however, a few potentially confusing, minor language adjustments that we would like to highlight for the sake of clarity and transparency. The original Bylaws documents are still available via the wiki page for review with the relevant suggestions cited in this memo. If there is something we failed to address, please bring it to our attention and we will respond as soon as possible.
+The 2 main textual issues of note appear in the Membership Agreement as follows:
+Including the word “explicit” in section 4.1.13 such that the language reads, “Discussions about explicit sexual behavior or interests.”
+Changing the language of section 10.3 from “Completing the required Canvas/online education courses” to “Completing accompanying [sic] Canvas/online education courses required for authorization.”
+There were other parts of the Bylaws or the Membership Agreement that appeared as though they included text additions, but were rather highlighted due to the language being tagged for comment or adjusted for formatting changes. Such examples were Section VI.7.G in the Bylaws, the Membership Agreement preamble and Membership Agreement sections 3.1, 4.15, 14.1, and 14.5-9. Google does not distinguish between formatting and textual changes when displaying suggestions or highlighting language.
+In the rare case of situations such as the Membership Agreement section 7.5, or section 10.3 where “own” was grammatically incorrectly changed to “owning” and “accompanying” was misspelled, respectively, those grammatical errors will be corrected as they do not change the meaning of voted-upon language, but do affect the overall readability of the document.
+The establishment of these Bylaws is the foundation of new and exciting changes at PS1, including all-member suffrage and establishing the DRC. We respect the democratic process that drives PS1 and know it’s the little things that add up, which is why we wanted to clarify this issue for everyone. Thank you for being a part of the PS1 community and for putting in the effort to ensure we can continue as an organization long into the future.
+Best,
+The PS1 Board of Directors