FHISO Board Meeting held 18 September 2018 at 1930 UTC

The meeting was held by private Google Hangout. Started at 19:30 UTC

Present: Tony Proctor — Acting Chair; Roger Moffat — Secretary and Acting Treasurer; Andrew Hatchett — Membership Coordinator; Luther Tychonievich — Technical Coordinator; Richard Smith — Technical Co-Coordinator

Absent: Drew Smith — Chair; Brett McPhee — Membership Coordinator; Greg Lamberson — Treasurer

  1. Minutes of the previous meeting. The minutes of the previous meeting, published on 18 September 2018 are accepted as agreed.
  2. Legal Status. No change. Richard discussed some changes to the by-laws to implement before we ask Caritas to work on our legal status. Richard proposed motions (A) to clarify notice required for Board Meetings, and (B) to specify eligibility for office. Both motions passed. Richard said a further motion would be needed to tidy up the bylaws on membership, but this was not ready for voting on today.
  3. Finances
    1. PayPal Balance at 18 September 2018 = $430.54
    2. Bank of America Balance at 18 September 2018 = $363.11
  4. Technical Work. The TSC has made some progress on ELF Dates, but they are complicated and not yet ready for public review.
  5. Outreach. Nothing to report.
  6. Other Business. Tony Proctor announced his intention to resign as Acting Chair and take a sabbatical from Board business. Motion C was drafted to deal with simultaneous vacancy of Chair and Vice-chair and passed unanimously. The Board appointed Luther Tychonievich as Acting Chair
  7. Next Meeting. The next meeting will be on 23 October 2018 at 19:30 UTC.

The meeting closed at 20:50 UTC (4:50pm EDT)

Motion A: to clarify notice required for Board Meetings

Replace §9.8 and recreate a §9.9 with the following contents:

9.8 Regular Board Meetings

The Board shall hold regular meetings at least quarterly, to be called as agreed at previous Board Meetings.

9.9 Special Board Meetings

The Chair, Vice-chair or one-third of the Board may call a special meeting of Board. At least two days’ notice shall be given.

Motion B: to specify eligibility for office

  1. In the prologue to Article 15, replace the first sentence with the following:

    Voting Members shall annually elect Officers to serve on a Board of Directors.

  2. Replace the content of §15.1 with the following:

    The Nominating Committee shall secure proposals for nominations for elected Officers by preparing a call for nominations and distributing it to all Voting Members. The request shall contain all information necessary for Voting Members to nominate candidates, and shall state when the call for nominations closes which shall be no less than 14 days after the distribution of the call for nominations.

    The Nominating Committee may make additional calls for nominations if in their judgement this is necessary to get a full roster of eligible candidates. Additional calls for nominations shall also state when they close, but need not run for 14 days.

  3. In §15.2, replace criteria (a) with “be a Voting Member of FHISO”, remove the last sentence, and append the following paragraph:

    Nominations must be submitted in a timely fashion and should be accompanied by brief biographical information on the candidate to be included in the ballot. Nominations shall only be made by Voting Members. A person may nominate themself. A person may not be a candidate for more than one elected Office in any given election.

  4. Replace the first sentence of §15.4 with the following as a separate paragraph:

    The Nominating Committee shall produce a ballot for each Office being elected. All candidate who have been properly nominated and who are eligible per Section 15.2 of these Bylaws shall be included on the ballot.

  5. Append the following new section:

    15.4A Permitted Voting Systems

    The Nominating Committee shall determine which of the Permitted Voting Systems will be used in the election, and shall include this information clearly on the ballot.

    Permitted Voting Systems include the “first past the post” and “instant runoff” systems, together with any other voting systems that have been proposed by the Board and approved a majority vote of the membership prior to the ballot being distributed.

  6. In §15.5, replace “thirty (30) days” with “14 days”, and capitalise “Nominating Committee”.
  7. In §15.6, replace “largest number of votes” with “winning vote under the specified voting system”.
  8. In §15.6, replace “Secretary” with “Nominating Committee”.
  9. In §15.7, delete everything after “majority vote”.

Motion C: to deal with vacancy of Chair and Vice-chair

  1. Append to §8.2(b):

    In the absence or temporary vacancy of both the Chair and Vice-chair, another member of the Board shall be appointed to assume these duties by majority vote of the Board.

  2. Append to §8.2(c):

    In the absence or temporary vacancy of both the Treasurer and Secretary, another member of the Board shall be appointed to assume these duties by majority vote of the Board.

  3. Replace the last sentence of §8.2(d) with:

    In the absence or temporary vacancy of both the Secretary and Vice-chair, another member of the Board shall be appointed to assume these duties by majority vote of the Board.