Commission to Reform WPLUG

The Commission to Reform WPLUG (CRW) is an informal group created to draft proposals that fix long-standing problems in WPLUG. It was created on December 9, 2012.

Purpose

WPLUG is struggling to compete against other technology groups. CRW's purpose is to expedite the reform process so that WPLUG can become competitive again as soon as possible:

• Update the bylaws
• Chart a new direction for WPLUG
• Explore ways to make WPLUG less formal/political
• Bring WPLUG's resources up to par with current technological standards

Operation

CRW has no membership requirements. If you decide to join, add your name to the membership list on this page.

Each month, CRW gathers its best ideas into a "reform package" that is formally proposed during the following month's WPLUG general user meeting. Ideas can be proposed or voted on at any time, but it is recommended to propose ideas outside of meetings and vote on them during the meetings so that people have time to think before they vote.

If an idea is approved by a majority of CRW members, it will be added to the current reform package.

Since CRW is not an official WPLUG organization, it doesn't receive official funding and is not governed by the WPLUG bylaws. Members are encouraged to apply the same "free and flexible" mindset to their deliberations: check your preconceptions at the door, be open-minded, and support the best ideas to reform WPLUG. Everyone who wants to present ideas will have an equal opportunity to do so.

Members

• Justin Smith
• Terry Golightly
• Pat Barron
• Vance Kochenderfer
• Joseph Prostko

Upcoming Meetings

Saturday, December 15: 2:00 p.m. @ WPLUG IRC

Reform Package History

Reform Package 1: Bylaw changes, to be proposed January 2013.

Reform Package 1 Ideas

Pat Barron

Section 4.5 (Board Meetings)

Add new paragraph #3, which reads "Members of the Board may waive notice of any meeting by unanimous consent of all of the Directors. Consent may be manifested by roll call conducted during the meeting for which notice is to be waived, may be delivered in writing to the Secretary prior to the start of the meeting for which notice is to be waived, or may be delivered and recorded prior to the start of the meeting for which notice is to be waived by any means specified by rule for this purpose."

RATIONALE: Notice requirements for meetings exist (at least in part) to prevent a subset of the Directors from cutting other Directors out of the governance process, by conducting business at meetings called with unreasonably short notice, deliberately timed such that the disenfranchised Directors would not be able to attend. But in the most recent Board term, this caused us endless frustration - many instances of having us in the same place, at the same time, and needing to take some action - but not being able to because the bylaws require business to be conducted at an in-person meeting held on at least 24 hours notice. WPLUG has evolved into an organization whose Directors are spread out over a fairly wide area, and who have jobs and other responsibilities (not to imply that prior boards have not had such concerns, of course - more that, at least in the last board, members may be in a different place in their lives than previous boards, and may not have this type of flexibility, especially in view of the geographic dispersion --Pat.). So the requirement to travel to an in-person meeting in order to take any action is not conducive to getting things done. It is particularly frustrating when there is an occasion where the Directors find themselves together for other reasons, but can not take any action as a Board at that time because the bylaws don't permit them to conduct an impromptu meeting. The proposed waiver of notice provision solves this problem, while preserving the rights of all of the Directors by requiring unanimous consent to waive notice of the meeting (even if any of the seated Directors are unable to attend the short-notice meeting, they could still agree to waive notice). The last sentence would give us leeway to implement this consent via something like Loomio in the future if we so choose. In my (limited) experience, most organizations operated in this way do implement a provision to waive notice of meetings, I would hope that WPLUG could do so too.

Section 8.4 (Virtual Meetings)

Strike paragraph #1 entirely, or perhaps replace it with something that indicates that either in-person meetings or virtual meetings are equally acceptable, and whether a meeting is to be in-person or virtual is at the discretion of the chair of that meeting.

RATIONALE: This was another huge frustration for us, for similar reasons. Virtual meetings are great for quickly hashing out an urgent topic, if it's not possible or not practical to get everyone together in person. But the bylaws currently require that any virtual meeting be scheduled in advance, during a prior in-person meeting, and requires that consent to a virtual meeting be made by a 2/3 vote (in other words, erects an even higher bar to doing it than the typical majority consent). This effectively makes virtual meetings useless for quick turnaround of urgent issues. I honestly don't understand the rationale for this provision as it stands. My best guess is that it's intended to prevent erecting a barrier to entry to participation - perhaps thinking that all members of the Board, or all members of a Committee, may not have the means or technical knowledge to use one of the allowed virtual meeting technologies, and that the high barrier is designed to protect these people and keep them from being disenfranchised. That may have made sense in 2006. In 2012, I would say that as WPLUG is a technology-focused organization, it is reasonable to expect the leadership of that organization to be comfortable using such technology, and thus virtual meetings should be granted a status equivalent to in-person meetings for all Board and Committee meetings. One thing we did last year was that we implemented another Special Rule of Order that permits virtual meetings via conference call. The rule includes a provision that allows the chair of an in-person meeting, at his/her discretion, to allow someone to an attend an otherwise in-person meeting via conference call; this provision of the rule is technically a circumvention of the bylaws, and fortunately we never had to test it - but we need to clean that up too.

Vance Kochenderfer

Let me preface my remarks by saying that I see my role here as offering interpretation and guidance. It may seem in many cases that I'm trying to throw cold water on people's ideas: sometimes I will be, and at those times I'll explicitly say "that's a bad idea." Otherwise, I am just trying to provide information with no positive or negative judgement implied.

Meeting Notice

I believe that Robert's Rules (insert reference here when I get my hands on my copy) defines the requirement for notice of a meeting as protecting the rights of absentees. If all members are present at a meeting, then there are no absentees, and therefore no one's rights are violated if a valid notice has not been given. The meeting would be proper, and the business conducted at the meeting is valid. (Note that this applies to any body, whether the Board, a committee, or the full membership.)

In short, I think the proposed rule is unnecessary. I think in such cases it would be a good idea for the Secretary to record in the minutes that all members were present to document that the meeting was valid despite the lack of notice.

Virtual Meetings

There is a lot to say on this subject, and apparently the 11th edition of Robert's Rules discusses it in more depth (previous editions simply stated that in-person meetings are the only ones contemplated by the standard rules, and that bodies wishing to conduct other types of meetings must adopt their own rules for doing so). When I get a copy I'll be able to comment further.

On the 2/3 vote requirement (note that this is 2/3 of those voting at a Board meeting; not that 2/3 of all Board members must vote in favor), that was chosen as a standard supermajority ratio to prevent meetings being held by methods that would disadvantage a particular Board member. The requirement that an in-person meeting be held first is really a bootstrapping problem; once a valid virtual meeting is called, it can (by 2/3 vote) schedule future virtual meetings. However, once this is not done, you have to revert back to at least one in-person meeting.

Items to be considered include:

• How much notice must be given (and by what method)?
• How is a member considered to be "present" at the meeting for determining whether the quorum requirement has been met?
• How are motions made? How are subsidiary motions (such as to amend or postpone the pending question) handled?
• How is debate conducted?
• How is voting handled? (Note that in most online options, secret balloting will not be available, but for Board meetings this is not a great loss. Perhaps Loomio offers this; haven't had a chance to look at it yet.)

You should not feel that a rule needs to be drafted for each one of the points above; in some cases the defaults can be applied sensibly. They just need to be contemplated.

On the question of the current Audio Conferencing Virtual Meetings Special Rule of Order, I think the only conflict between it and the Bylaws exists in the last sentence. It would be perfectly acceptable under the rule to have an audio conference meeting where all members but one were present in the same room. The last sentence, however, is a problem: Robert's Rules requires exceptions to face-to-face meetings to be authorized by the bylaws, and I don't think the bylaws provide the latitude for the rule's provision that the Chair can permit attendance by phone. The solution may be to simply redefine such a meeting to be an audio conference meeting at which most of the members simply happen to be in the same place.

Justin Smith

Some of what I suggest may seem over-the-top to people who are used to hearing conservative suggestions. I'm an idealist; what I say is generally just an open-ended expression of an underlying principle that I wish to convey. I'm always willing to negotiate on the end result.

Section 10: Amendment of Bylaws

If we're interested in electronic voting, we should amend

Robert's Rules

I believe that our reliance on Robert's Rules contributes to the perception that WPLUG is too formal and structured. We should consider alternatives. Many of my ideas here come from conversations I've had with John.

• ACCESS

In many ways, WPLUG operates in accordance with the principles of free software: we allow anyone to come to our meetings, our mailing lists are open to the public, and we use a wiki for our Web site so that everyone can contribute. The principle behind all of this is universal access, and we agree that this is good.

Using the latest edition of Robert's Rules as our parliamentary authority is in direct conflict with universal access. Members are unable to obtain a copy unless they pay for it, and even if they do, they aren't permitted to redistribute it because it is copyrighted. This is the same business model used by proprietary software.

Even if you don't care about the ethical aspect, you cannot deny that it's incredibly inconvenient to not have easy access to WPLUG's fundamental rules. If I want to know what the secretary is responsible for, I can't just look it up in the WPLUG wiki; it refers me to Robert's Rules. I can't even look it up on an e-reader because Robert's Rules isn't available as an e-book. Everyone has to buy and rely on a physical book, which is about as old-fashioned and low-tech as it gets.

Bottom line: everyone should have easy access to WPLUG's rules and the ability to redistribute them.

• COMPLEXITY

An organization's rules should be designed with its size in mind.

Robert's Rules is over 800 pages long because it was originally written to be used by the U.S. Congress. WPLUG has less than 30 members. Do we really need so many regulations?

• PROPOSED ALTERNATIVES

1. Create a derivative: distill Robert's Rules down to the rules we normally use, paraphrase them, simplifying things if possible, and then incorporate the end result into our bylaws. Place our bylaws under a Creative Commons license.

2. Create a hybrid derivative: do everything in Idea 1, but try to tie in material from Open Space (http://www.communitywiki.org/en/OpenSpace) to make a new system of bylaws that is less formal than Robert's Rules (more encouraging of open discussion) but with more structure than pure Open Space (being able to hold group votes, etc). In particular, I'd be interested to try holding part of a GUM under Open Space rules to see if people like it.

3. Replace Robert's Rules with a leaner alternative that supports universal access. (Will update this list with alternatives as I come across them)

Pat Barron (follow-up 12/13/12)

With regard to waiver of notice of meetings, if there's a well established "no harm, no foul" doctrine that would cover us in this instance, I would be OK with withdrawing this proposal. What I guess I don't understand well enough is, who has standing to raise a complaint about a meeting conducted like this in violation of the bylaws - who has standing to call "foul"? My concern would be the scenario where an impromptu meeting would be held with no notice, but all directors in attendance, where some decision is taken - later, could a non-Board member of the organization raise a complaint that the meeting was invalid, and the actions taken during that meeting void, because it wasn't held with the notice required by the bylaws?

With regard to virtual meetings, my ultimate goal would be to have there be absolutely no distinction between virtual meetings and in-person meetings - and in fact, that the norm might be "hybrid meetings", where some parties may attend in person, and some parties may attend from a distance. The bootstrap requirement that says virtual meetings must be announced at a prior meeting limits the usefulness of virtual meetings in one of the very circumstances where they'd be most useful - when something unexpected comes up. As an example, when I first talked to the folks at Hack Pittsburgh about holding a joint event with them, they would have really liked to have an answer that very day, if possible - but there was no practical way to get them an answer until the next in-person board meeting. The last clause in the audioconference Special Rule of Order was put in in an attempt to "save" meetings where people might not be able to show up at the last minute due to extenuating circumstances, like weather. As an example, I just plain don't drive anywhere if it's snowing, conditions in my neighborhood get too dangerous. But there could also be other circustances where someone could potentially "attend" virtually, but perhaps have had to travel out of the area for work on no notice. As the bylaws are currently written, the only real alternatives seem to be to postpone the meeting (delaying any pending business), or let it carry on without the input of the affected Director (even though they'd be willing and able to contribute, if they could do so from the location they happened to be in at the time). Ultimately, I'd like to see WPLUG's processes get a lot more agile, where in the typical case things can be dealt with within hours, rather than days or weeks - if I identify an unplanned issue at 4:00pm on some given day, and can get in touch with all of the Directors, I'd like to be able to be on an IRC chat with everyone at 6:00pm, and have it resolved by 7:00pm, that day - and ultimately, I'd like to see that become the norm as far as how the Board conducts business (in addition to having regularly scheduled meetings, virtual or in person, to make sure we're all executing on plan and getting things done). This overall goal is probably out of scope for what we're doing in the short term, but I think we can get there by incremental improvements.

With respect to online voting, I don't think Section 10 of the bylaws would need to be amended. What would need to change, however, would be the Special Rule of Order regarding Absentee Ballotting.

I had the same thought as Justin expresses above, that Robert's Rules of Order is simply too "heavyweight" of a process for an organization like WPLUG to use to govern it's operations. I also looked up the size of the latest edition on Amazon last night - 816 pages, and I also discovered last night (as Justin mentions above) that it is only available in "dead trees" format. We would have to be careful if we tried to create a lightweight derivative and publish it under a Creative Commons license, given that we don't have IP rights to the source material. I also agree that the governance documents should be self-contained and should not "incorporate by reference" any materials not present on the WPLUG wiki, though I don't have any kind of plan at the moment for how that could be accomplished. I have been trying to look at the governance documents for other groups with similar goals to WPLUG, though. So far, I've looked at Hack Pittsburgh's "Consitution", and the bylaws of PACS (the Philadelphia Area Computer Society). Both are organizations with much more activity than WPLUG currently has, that process a lot more funds through their treasuries than WPLUG does. The Hack Pittsburgh "Constitution" is literally about 20 lines, total. The PACS bylaws are 20 pages - of which about 4 pages are change history, and there are a few pages of administrivia they're required to deal with because they're a 501(c)3 organization. But both are completely self-contained. I don't necessarily hold them up as shining examples to be followed, I just point out that they get a lot done (and PACS in particular is very large, having a few hundred members as far as I'm aware), and their governance is fairly lightweight. On the other hand, I observe that two other groups that are very active, the Pittsburgh Ruby Users Group, and PLUG (the Philadelphia Linux Users Group) have no formal governance whatsoever, and I don't necessarily think that's such a great idea either - but both of these groups get an awful lot done. I believe that instituting a more lightweight, agile form of goverance would not only make WPLUG more effective, but would also get more members interested in participating in the leadership of WPLUG (remember, we only had 5 candidates total who ran for election in the most recent Board of Directors election), but would also get more people interested in pariticpating in WPLUG activities in general. Sadly, I have no solution to offer at the moment, but it's something I'm glad we're thinking about.

Accepted Reform Package 1 Proposals

None yet