FHISO Board Action by Written Consent on 19 September 2018

On 19 September 2018, the Board resolved the following by written consent without a Board Meeting, per Bylaw 9.13:

Amendment of the Bylaws. Richard Smith proposed motions (A) to tidy up bylaws on membership; and (B) to prohibit ratification of standards during the Extended Organisational Period. Written consent was received for both motions from Richard Smith, Luther Tychonievich, Andy Hatchett and Roger Moffat. Both motions passed.

Note that because Greg Lamberson, Brett McPhee, Drew Smith and Tony Proctor are on sabbatical, the quorum is three (being three-fifths of four, rounded up), which is also the number needed for action by written consent.

Motion A: to tidy up bylaws on membership

  1. In the prologue to Article 4, replace the second sentence with:

    FHISO membership shall not be conditional on any other memberships or associations, nor unreasonably restricted on the basis of technical qualifications or other such requirements.

  2. In §4.1, after “All members” insert “shall”.
  3. Replace the whole of §4.2 with the following:

    4.2 Membership Categories

    Members shall be classified as Individual Members or Organisational Members.

    4.2.1 Individual Members

    An Individual Member shall be a natural person and is entitled to a single vote.

    4.2.2 Organisational Members

    An Organisational Member shall be a corporation or other organisation, and is entitled to appoint one or more Organisational Member Representative each of whom is entitled to a single vote. An Individual Member may be appointed as an Organisational Member Representative but only gets a single vote.

    The Board may establish different classes of Organisational Member, which may have differing Membership Fees and be entitled to appoint different numbers of Organisational Member Representatives. Any change to the number of Organisational Member Representatives which an Organisational Member is entitled to appoint shall only take effect when their annual Membership Fee next becomes due.

    Organisational Members shall identify in writing those individuals designated as Organisational Member Representatives with confirmation that each has agreed to abide by the Code of Conduct. FHISO must receive timely notification of any changes to the designated Organisational Member Representatives in writing.

  4. Append a new §4.3 as follows:

    4.3 Membership Applications

    All members shall submit a completed membership application without falsification and pay the applicable Membership Fee. The Board approves the form of membership applications, determines the annual Membership Fee, and may establish other membership goals and policies. The Board has the authority to waive the Membership Fee on a case-by-case basis.

  5. Replace the second paragraph of §5.1 with the following:

    The Board of Directors may establish a waiting period of not more than 60 days from the receipt of a new member’s completed application before a new Individual Member or Organisational Member Representative becomes eligible to vote. An Individual Member or Organisational Member Representative who is eligible to vote is referred to as a Voting Member.

  6. Replace the whole of §5.2 with the following:

    An Associate is any natural person who has an expressed interest in technology standards for genealogy and family history and has agreed to the Code of Conduct, but who is neither an Individual Member nor an Organisational Member Representative of FHISO. Associates may be invited to participate in activities managed by FHISO.

  7. In §8.3, replace “the general membership” with “FHISO’s Voting Members”.
  8. Insert a new article 9B as follows:

    Article 9B: The FHISO Manual

    The Secretary is responsible for maintaining the FHISO Manual, containing the various policies and governance documents approved and published by the Board.

  9. In Article 10A, replace “the general FHISO membership” with “FHISO’s Voting Members”.
  10. Replace bullet point 10.2(g) with the following:

    defining which roles provide Technical Standing Committee membership beyond those outlined in these by-laws; and

  11. In §16.2, capitalise “Voting Members”.
  12. After the first sentence of §15.6, insert the following:

    There is no minimum number of votes which needs to be cast for the election to be valid.

  13. Replace the whole of §16.1.2 with the following:

    Five Voting Members or 5% of the FHISO’s Voting Members, whichever is greater, shall constitute a quorum for a Business Meeting.

  14. In §22.1(a)(i) and §22.3(a)(i), replace “Voting Membership” with “Voting Members”.

Motion B: to prohibit ratification of standards during the Extended Organisational Period

  1. Append the following paragraph to Article 24:

    Proposed standards shall not be ratified as official FHISO standards during the Extended Organisational Period.