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Art II Sect 6 - contains two deadlocks



   The proposal for a new Art II Sect 6, Initial Selection of the At Large
Council (and Board), contains two potential deadlocks.


DEADLOCK #1
   This deadlock can develop after members elect the first 6 individuals to
serve on the At Large Council:
   -- the 4th sentence states that, if 2/3rds of the whole Board determine
the election of these individuals to have been "fair and effective", then
the process described in the proposed Section 6 will continue.
   -- the 5th sentence states that, if 2/3rds of the whole Board determine
the election process was "not fair and effective", then the Board must
establish a new method to choose the first 6 members of the At Large
Council.

   The deadlock occurs if 2/3rds of the whole Board can not agree the
election was "fair and effective", AND 2/3rds of the whole Board can not
agree the election was "not fair and effective".

   I suggest that the 5th sentence be modified to begin as follows: "If the
Board does not find the process to have been fair and effective, the
election process shall be deemed void... [continue with existing words]."


DEADLOCK #2
   This deadlock can develop after the At Large Council first comes into
existence and selects 3 At Large Directors.  The current Initial At Large
Directors are required (sentence 4 (ii)) to designate the 3 Initial At Large
directors who will be replaced.

   The current Initial At Large Directors might not be able to agree on a
designation.  After all, it is their own positions on the line!  In this
situation, the process halts without no recourse.

   I suggest that the Board designate the 3 Initial At Large directors who
will be replaced.  There will be a greater probability that the Board can
develop a simple majority for a resolution which, in part, designates who
will be replaced.

-- Eric Scace