Proposal - Bylaws revision for board accountability

[Antonio Contrisciani]

In an ongoing effort to cleanup our bylaws and make them more transparent and easier to access and in this case improve board accountability, I propose the following bylaws changes, items to be changed in bold italics

Voting Process

• Only paying/scholarship members in good standing are eligible to vote on proposals.
• A proposal passes with a majority vote of those voting (abstentions do not count toward the total).
  • Example: If 2 vote yes, 1 votes no, and 5 abstain, the vote passes (2-1).
• A quorum requires at least 8 paying/scholarship members present, but only votes cast count toward the outcome.
• Ties result in no action, and the proposal does not pass, and may be resubmitted following the resubmission restrictions.
• Votes are conducted via show of hands or another predetermined method at the meeting.
• Voting results must be posted to HeatSync Labs’ Google Group within seven (7) days of the meeting to ensure transparency.
• Each Director on the Board of Directors shall vote to ratify any proposal approved by the membership, provided it is compliant with law and organizational standing and poses no fiduciary risks, within 72 hours of the membership vote, unless that director has pre-arranged with the board that they will not be available. In the latter case, they should provide their earliest date of availability and must vote within 72 hours of that date. Should a board member not vote within 72 hours, their vote will be recorded as an Abstention. All ratification votes will be transparent to the membership via the google groups.
  
  AMENDMENTS
  1. Proposed amendments to these bylaws shall be submitted in electronic writing to the membership through the proposal process outlined in section 6 and subject to the same rules and procedures including, but not limited to, a non-binding vote by members at a membership meeting. This procedure applies to all proposed amendments or changes to these bylaws, including those initiated by the Board of Directors. Following membership review, the proposed amendment shall be submitted in physical or electronic writing to the Board of Directors. At a meeting of the Board of Directors, a majority vote of the full quorum of officers of the Board of Directors will be required for the amendment to become enacted and effective upon completing the vote.
   
  
  This proposal will help bring more accountability to the board to act in a reasonably fast manner, set timelines for the board to respond, require each member proposal to be examined and ratified publically, and provide a public accounting of the vote tallys for each ratification. This change will assume that most items will be ratified unless they would endanger our space, our legal entities(501c3 status, Arizona corporation commission), or our ability to continue under current funding. It has been suggested by several members that the board should not have a check on finances at all, so I welcome discussion on that matter.  
  
  As this is a new step forward in transparency for the board, I want to remind the membership as a whole that harassment of board members for the way in which they vote will be considered a code of conduct violation and subject to enforcement. As we have already demonstrated, if the membership feels a board member is no longer serving in their interest, we have mechanisms in place to remove and/or replace that board member and there is no reason to harass them in public or private.

[Milton Williams]

Question. Currently proposals do not require the board to ratify except bylaws changes. I like requiring the board to vote on those within [X]. My question is this sounds like all proposals have to be ratified by the board. Why would we want every proposal ratified? I don't think this is necessary. Otherwise positive direction. 

Thanks

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[Antonio Contrisciani]

Its my understanding that as the bylaws have changed over time, it has gone from the board ratifying proposals to not ratifying proposals to ratifying them. 

The original thrust, as it was always explained to me, and is how I attempted to word this proposal was that the board would serve as a check for member proposals that could endanger the space in one way or another. Say for instance a proposal to strip all the shielding off all the wiring making fire hazards, or a proposal to start selling hot food out of the front of the space possibly endangering our 501c3 status, or a proposal to spend so much of the organizations money that we would be unable to pay the rent/utilities/etc and have to shut down. I made sure to notate in the wording that the board should be assumed to ratify anything that comes across their desk provided it doesnt do any of the above. Several members opined that if the membership wanted to vote to spend all our money and go bankrupt that should be allowed but I feel like that is in the extreme opposite end of giving power to the membership. I also think it might help with regaining some trust in the board if the membership was able to see them visibly ratifying every proposal as well and help to heal some wounds. As always its open to discussion and refinement 

To view this discussion visit https://groups.google.com/d/msgid/heatsynclabs/CAC%2BdyU4N2yN1DpSOwO6O68%2BMk%2B1BWy75kkpW9VHqUqrTHN3fiA%40mail.gmail.com.

[Erik Wilson]

This changes our voting system drastically, from requiring the board to approve changes to the bylaws, to needing to approve every community submitted proposal. This includes card memberships. Or voting for no confidence in a board member. With subjective criteria for acceptance. Since we have been working on reversing previous board changes to consolidate power for the board, this seems like a bad idea and appears to reflect a lack of trust in the community.

[Antonio Contrisciani]

I have already gotten several contacts about this on both sides but I feel like this proposal may have been premature. I think we need to start from a grounding of what is legally required and go forward from there so at this time I'm going to withdraw the proposal but I would like to still see discussion on it and get the memberships feelings while we investigate and then I will bring amended proposal based on all of that.

To view this discussion visit https://groups.google.com/d/msgid/heatsynclabs/702c37af-a620-4cbd-82e6-a7134e298772n%40googlegroups.com.

[Moheeb Zara]

I like the direction of this, it definitely needs some polish and I would like to see a separation of HYH process vs like voting procedure for Bylaws (where HYH just happens to be the venue). I think the requiring a ratification timeline is a good idea and would lead to better transparency and would alleviate unknowns. I personally still want to see HYH rules moved out of the Bylaws and to a separate wiki page while maybe keeping necessary voting procedure for bylaws/board within the bylaws. 

We have had friction because lack of some definition on procedure here. I think allowing remote ratification votes should be fine, like the rules shouldn't define where or the method, just the requirement that it must take place in reasonable time frame and here was what each vote type means. As for the 7 day thing, I personally would prefer it get immediately posted. 

I think larger community input will help find a healthy middle ground with this proposal so I encourage everyone to offer suggestions on a version of this they would be happy with so we can discuss. Thanks Antonio for getting the ball rolling by putting this draft forth, particularly on the abstention thing cause it seems like there was always uncertainty around that. 

From conversations with Antonio I personally feel he really wants to restore trust both ways, I think a refined better scoped version of this could do that by giving everyone clearer expectations instead of leaving to chance and whim. Part of the ethos is to not make rules until we run in to the problem, this has been a problem and we should look into a solution. I hate rules, but it makes sense to figure this one out. 

[Milton Williams]

Discussion is always good. Thanks Antonio.

For legal and safety concerns where the board needs to step in I don't see why the concern couldn't be raised during the comment period prior to voting. I could imagine the board having the ability to veto but it should require notice to the membership for 72 hours where the proposal is paused until the board votes on the veto. I think it is important to be transparent and for the board to understand the memberships thoughts of the board overruling a proposal. I also felt the 72 hour ratifying timeline puts a lot of pressure on the board to move quickly to ratify every proposal and is technically a new requirement. But vetoing requires no speed or actions if there is no concern. 

I honestly trust our members to make good decisions especially if a legal or safety problem is brought up.

I also think we should only allow boat proposals where the boat has more deck space thank the lab has floor space. 🫠

To view this discussion visit https://groups.google.com/d/msgid/heatsynclabs/CALmAu84buOBbz9aChrQ_N_FhxvovnOxFsh5G0bH-obxpNCi1iQ%40mail.gmail.com.

[Moheeb Zara]

What if instead of veto it was along the lines of if the board is unsure about a passed proposals legality, cant come to a reasonable consensus, or have any other concern that prevents them rubber stamping in good conscience, then instead of veto-ing they just kick it back to a discussion, polish and revote. So it doesn't completely kill it on a first fiduciary pass. That turns it into a construction and collaborative process instead of a full gate. 

Because the whole boat analogy is about if you don't show up to HYH then a minimum quorum of people could vote and pass something that affects all of us and your voice isnt heard. Which is neither good nor bad, but if it was something you disagreed with, you would need to propose a reversal and if it was something irreversible (buying a non-refundable boat with acceptable deckspace) then you wouldn't have an immediate way to pause that decision to let others come in and vote. 

Idk I think ya'll get my drift here. Reframe veto from a "NO" to a "We aren't 100% on this as stewards, can we revisit it?"

[Milton Williams]

Oh! I like the idea of kicking it back for amendment/revote. 

To view this discussion visit https://groups.google.com/d/msgid/heatsynclabs/1e28ed5b-d12a-439a-b39a-5e6f4ce17a47n%40googlegroups.com.

[Antonio Contrisciani]

So rather than have the board examine it after the members vote you would prefer they do so during the discussion and weigh in then?

To view this discussion visit https://groups.google.com/d/msgid/heatsynclabs/CAC%2BdyU6dOj_5n0icXBw%2BQdUQXOcBF1B8zp%2BNG-%3DKQaLRFfhznA%40mail.gmail.com.

[Moheeb Zara]

Realistically we wouldn't have the full board at every HYH and we have had HYH votes without any board members present. So we can't always expect them to be part of the initial discussion/vote. I'm saying that whenever they do convene to ratify, if they can't agree to sign off on it for reasonable cause, they dont veto but rather ask membership to revisit it for discussion/ammendment/revote

[Erik Wilson]

We already have a bylaw for the boat situation tho:

14. The Board of Directors, in a majority vote, must approve any purchase made by HSL if the purchase total exceeds the sum of $50.

Having some feedback to fix a proposal is great (since our current resubmission bylaws were not community approved), but some proposals can not really be fixed (ex card access or board member voting, simple situations).
It feels like we are turning the board into a legal jury for every proposal with some sense of accepting liability. In an ideal world I think this may work okay but it feels easy for the vote to be split or politicized or made overly bureaucratic. 

I'm curious if indemnification clauses may help, or perhaps examination of our insurance situation. 

[Antonio Contrisciani]

Sounds reasonable to me

To view this discussion visit https://groups.google.com/d/msgid/heatsynclabs/9b3f2660-e2cc-4345-b7b5-d9b918e33f40n%40googlegroups.com.