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Art V sec 9(c)4, Art II sec 8 and 9(c) - election of At Large Directors when <5000 members

   The proposed Bylaw amendments state that, if there are <5,000 members
when it becomes time to elect new Directors, the At Large Council can not
choose replacements and those seats on the Board become vacant.

   The vacancies are likely to last a full year, as other parts of the Bylaw
amendments require new Directors to begin their terms on Oct 1 after

   I believe the suspension of At Large Council's ability to choose
directors is inappropriate and should be removed from the proposal.

a)  The individuals on the At Large Council were chosen in elections
conducted by a membership which met the 5,000 minimum.  The fact that, at a
later date, the membership count dropped below 5,000 does not suddenly
invalidate the composition of the existing At Large Council, nor does it
suddenly render the Council's members incapable of interviewing and
selecting qualified Board members.

b)  In the proposed Bylaw amendments, the sole expressed function of Members
is to elect individuals to the At Large Council.  If the membership becomes
too small, a more relevant course of action is to delay election of new
individuals for the At Large Council (not the Board of Directors) until
membership again meets the minimum thresholds.

c)  Experts and researchers in parliamentary systems have shown that
organizations are more stable, behave reasonably, and (most importantly) are
able to deal effectively with unforeseen unusual situations when the Bylaws
provide for ANY elected official (chairman, Directors, etc) to have a term
which "expires at the end of [a specified time] or until his successor is
elected".  The provision "or until his successor is elected" allows a body
to function even though elections may be delayed; e.g., due to acts of God,
lack of quorum, inability to hold election because of a crash in the vote
tallying system, delayed receipt of written notice of results of election,

d) We do not have enough experience yet to determine if five thousand
members is an appropriate minimum.  The current choice is a guess at a
reasonable size of electorate.  If experience shows that maintaining this
level of membership is difficult, then the Board can entertain Bylaw
amendments AT THAT TIME (i.e., when we have a lot more experience) to modify
the minimums, change the Board composition, or take other courses of action
which may or may not require Bylaw changes.

e)  Suspending the principal function of the At Large Council
disenfranchises the remaining At Large Members entirely.  This is a
disproportionate penalty.

   I suggest the proposed amendments be reworked to reflect the following:
-- if the size of the membership does not meet minimum threshold(s),
election of new individuals to the At Large Council will be delayed until
the minimums are met.
-- the terms for individuals serving on the At Large Council, on the Board,
as various chairmen and vice-chairmen, should be specified as expiring at
the end of their respective time periods OR WHEN THEIR SUCCESSOR IS ELECTED.

-- Eric Scace