The meeting was held by private Google hangout, started at 1730 UTC
Present: Luther Tychonievich — Technical Coordinator & Acting Chair; Roger Moffat — Secretary & Acting Treasurer; Andrew Hatchett — Membership Coordinator; Richard Smith — Technical Co-Coordinator
Absent: Drew Smith — Chair; Brett McPhee — Membership Coordinator; Greg Lamberson — Treasurer; Tony Proctor — Vice Chair
- Minutes of the previous meeting. The minutes of the previous meeting were amended as suggested and then approved, and published.
- The record of action by written consent of 5 April 2019 was approved
- The record of action by written consent of 21 February 2019 was approved
- Amendments to bylaws. Motions (A) to allow a more flexible Board structure, (B) to reduce the notice period for Business Meetings, and (C) to reduce the threshold for calling a Special Board Meeting were all approved.
- In preparation for upcoming board elections, the following changes were made:
- The Board resolved that the maximum board size for the purpose of §9.3 of the Bylaws shall be 6 directors.
- The Board resolved to recreate the post of Membership Coordinator which was removed from the Bylaws by Motion A. The duties of the post remain unaltered, and Andy Hatchett remains in the post. The post of Membership Co-coordinator, which was also removed from the Bylaws by Motion A, was not recreated.
- The Board appointed Luther Tychonievich as Chair and Roger Moffat as Treasurer, in addition to their other roles.
- Drew Smith, Greg Lamberson and Brett McPhee, all of whom are on sabbatical, remain on the Board as Directors at Large. They, together with Richard Smith and Andy Hatchett, cease being Officers of the Corporation under the amended Bylaws.
- Elections: Andy has run a trial vote using opavote.com to present the slate and tabulate the results. It seems to work OK. For the situation where someone is elected to one of the Directly Elected Officers, we will have to download the voting results and remove their name before manually tabulating the results of Directors at Large. An election period will last approximately 6 weeks. It is expected that the elections will be in late July, with the Annual General Meeting (AGM) following in August.
- Finances:
- PayPal Balance at 28 May 2019 = $113.76
- Bank of America Balance at 28 May 2019 = $448.11
- Outreach: Luther wrote to the recent new members and donor.
- Next Meeting: The next meeting will be on 18 June 2019 at 1730 UTC (1330 EDT)
The meeting closed at 1915 UTC (1515 EDT)
Motion A: to allow a more flexible Board structure
- Rename Article 8 to be “Officers, Coordinators and Co-coordinators”.
- Delete “Technical Coordinator, Technical Co-coordinator, Membership Coordinator, Membership Co-coordinator” from §8.1.
- Insert a new §8.1A as follows:
8.1A Coordinators and Co-coordinators
Coordinators and Co-coordinators are Directors who are tasked with overseeing specific aspects of FHISO’s work, and regularly reporting back to the Board on their remit. There shall be a Technical Coordinator and a Technical Co-coordinator, together with such other Coordinators and Co-coordinators that the Board may establish by majority vote.
The Board may abolish any Coordinator or Co-coordinator position except the positions of Technical Coordinator and Technical Co-coordinator. If the incumbent Coordinator or Co-coordinator was elected to that position as a Directly Elected Office, then a two-thirds vote of the Board is required to abolish the position, and the Director holding that position remains on the Board as a Director at Large. Otherwise a simple majority vote is required.
- Insert the following as the first full sentence of §8.2(a):
The Chair is the head of FHISO and has overall responsibility for the smooth running of the Organisation. The Chair should normally serve as the public face of the Organisation and be active in promoting FHISO’s activities to the genealogical community.
- Delete the last two sentences of §8.2(c) and §8.2(d).
- Replace items §8.2(b), (e) and (f) as follows:
- Vice-chair. The Vice-chair shares with the Chair responsibility for the smooth running of the Organisation, and has a responsibility to bring to the attention of the Board of Directors any problems with the running of the Organisation. In the temporary absence of the Chair, the Vice-chair shall preside over meetings and temporarily assume the responsibilities of the Chair.
- Technical Coordinator. The Technical Coordinator serves as chair of the Technical Standing Committee, and has overall responsibility for FHISO’s standardisation and specification work, and any other technical work being undertaken.
- Technical Co-coordinator. The Technical Co-coordinator serves as Vice-chair of the Technical Standing Committee, assists the Technical Coordinator, and is responsible for ensuring records are maintained reporting the activities of the Technical Standing Committee and other technical work. In the temporary absence of the Technical Coordinator, the Technical Co-coordinator shall chair meetings of the Technical Standing Committee and temporarily assume the responsibilities of the Technical Coordinator.
- Delete items §8.2(g) and (h).
- Replace §8.3, §8.5 and §8.6 as follows:
8.3 Terms of Office
A Directly Elected Office is any Officer, Coordinator or Co-coordinator position whose holder is elected to that specific position for a two-year term by the Voting Members of FHISO in accordance with Article 15. The Chair and Technical Coordinator are Directly Elected Offices. The Board may designate any other Officer, Coordinator or Co-coordinator position except that of Assistant Secretary as a Directly Elected Office.
Except for the position of Assistant Secretary, any Officer, Coordinator or Co-coordinator position which is a Directly Elected Office shall be filled in accordance with Section 8.6 of these Bylaws.
An Assistant Secretary may be appointed by the Board. The Assistant Secretary is not required to be a Voting Member and does not become a Director by virtue of being appointed Assistant Secretary. The Assistant Secretary has no fixed term of office and may be removed by majority vote of the Board at any time without cause. The position of Assistant Secretary may be left vacant at the direction of the Board.
8.5 Succession
If the position of Chair becomes vacant, the Vice-chair shall become Chair and serve until the next Annual Board Election. In the event that the position of Vice-chair is also vacant, both positions shall be filled according to Section 8.6 of these Bylaws.
If the position of Technical Coordinator becomes vacant, the Technical Co-coordinator shall become Technical Coordinator and serve until the next Annual Board Election. In the event that the position of Technical Co-coordinator is also vacant, both positions shall be filled according to Section 8.6 of these Bylaws.
8.6 Officer Vacancy
If the position of any Officer, Coordinator or Co-coordinator other than the Assistant Secretary becomes vacant, and these Bylaws provide no successor to the position, the vacancy shall be filled by the Board of Directors from their number by majority vote. Any person so elected has no fixed term of office and may be removed by majority vote of the Board at any time without cause.
A Director may hold more than one position, except that the positions of Chair and Vice-Chair must be held by different people, as must the positions of Technical Coordinator and Technical Co-Coordinator.
- Replace §9.3 and §9.5 as follows:
9.3 Size and Constituency
The Board shall consist of no fewer than three Directors. The maximum number of Directors shall be determined by a two-thirds vote of the Board or by a majority vote of Voting Members at a Business Meeting. A vote to reduce the size of the Board shall not have the effect of removing any Director from the Board, and Board may exceed its determined size until the number of Directors is reduced by elections, resignations or removals.
A person elected to a Directly Elected Office shall be a Director by virtue being elected to a Directly Elected Office. A Director who was not elected to a Directly Elected Office is called a Director at Large. Directors at Large are elected to a position on the Board by the Voting Members, and may be assigned a specific position by majority vote of the Board.
9.5 Resignation and Removal
A Director may resign at any time by giving written notice to the Chair. A Director may be removed for cause by a two-thirds vote of the Board, or by a majority vote of Voting Members at a Business Meeting.
Any Officer, Coordinator or Co-coordinator who resigns or is removed from the Board of Director immediately ceases being an Officer, Coordinator or Co-coordinator.
- Append the following sentence to §9.12: “All Directors shall have
an equal vote.” - Delete the first two sentences of §9.15, replace both remaining instances of the words “Board Member” with “Director”, and prepend the following paragraph to the section:
A Director wishing to take a break from FHISO may ask the Board for permission to take a sabbatical. Sabbaticals must be approved by majority vote of the Board and may be subject to a time limit. If approved or as provided in Section 9.14 of these Bylaws, the Director shall be considered on sabbatical until the expiry of any time limit
applied to the sabbatical or until written notice of the Director’s return is given to the Chair. - Insert a new §9.16 as follows:
9.16 Appointed Directors
If the Board is smaller than the maximum size as determined in Section 9.3 of these Bylaws, the Board may appoint a new Director to the Board, providing that by doing so the number of appointed Directors on the Board does not equal or exceed the number elected by the Voting Members in accordance with Article 15. This limit on the proportion of appointed Directors on the Board is waived if the Board drops below the minimum size specified in Section 9.3 of these Bylaws.
Any person appointed to the Board must meet the qualifications in Section 15.2 of these Bylaws, and must either retire or stand for re-election at the next Annual Board Election.
- Delete the entirety of §10.2.1 and §10.2.2.
- Insert a new Article 13A into the Bylaws as follows:
Article 13A: Annual and Special Board Elections
13A.1 Annual Board Elections
FHISO shall hold an Annual Board Election before each Annual General Meeting so that Voting Members may elect Directors to serve on the Board. Any Director who was not elected at the previous Annual Board Election or at a subsequent Special Board Meeting must either retire or stand for re-election.
The total number of Directors to be elected at an Annual Board Election shall be the maximum size of the Board at that time, as determined in accordance with Section 9.3 of these Bylaws, less the number of Directors who are continuing on the Board without needing to be re-elected.
Additionally, the minimum number of places of the Board being elected at any Annual Board Election shall be one less than half the maximum size of the Board at that time. This may necessitate putting the place of one or more Directors whose terms have not expired on the ballot, causing those Directors to stand for early re-election. Directors to stand for early re-election shall be determined by first seeking volunteers from among the Directors. If more Directors volunteer than are needed, the Board shall select from among the volunteers. If fewer Directors volunteer than are needed, additional Directors shall be selected randomly from among those of the remaining Directors at Large, and if that fails to produce sufficient places, then from among all other Directors.
The results of an Annual Board Election shall be announced to Voting Members at the Annual General Meeting. If an Annual Board Election results in a new Chair being elected, the incoming and outgoing Chairs may by mutual agreement allow the outgoing Chair to continue presiding over the Annual General Meeting.
13A.2 Special Board Elections
A Special Board Election to fill the vacancies on the Board may be called by a two-thirds vote of the Board, or by a majority vote of Voting Members at a Business Meeting.
A motion by Voting Members to call a Special Board Election may nominate up to two Voting Members who will, subject to them consenting, serve on the Nominating Committee alongside those eligible Directors. If the motion passes, the Board shall constitute a Nominating Committee which shall instigate a Call for Nominations within 7 days of the motion passing.
The total number of Directors to be elected at a Special Board Election shall be the maximum size of the Board at that time, as determined in accordance with Section 9.3 of these Bylaws, less the number of Directors at the time of the election.
- Replace Article 14 as follows:
Article 14: Nominating Committee
When the Board sets a date for an Annual or Special Board Election, a Nominating Committee is formed to oversee the process and ensure it is conducted in an unbiased manner in accordance with these Bylaws. The Nominating Committee consists of those Directors who are continuing on the Board without needing to be re-elected, together with those Directors who have decided not to seek re-election, and any Voting Members appointed under Section 13A.2 of these Bylaws. Members of the Nominating Committee are not permitted to stand in any election they are overseeing, but may vote in them.
- Delete the opening paragraph of Article 15.
- In §15.1, replace “elected Officers” with “the Board”, replace “request” with “Call for Nominations”, capitalise each instance of “Call for Nominations”, and insert the following sentence after the first sentence of the section:
The Call for Nomination shall identify each Directly Elected Office being elected and the duties of the position. It shall also identify the number of Directors at Large being elected, which shall be the total number of Directors being elected less the number being elected to Directly Elected Offices
- Rename §15.2 to “Qualifications for Directors”, replace “as an elected Officer of the Corporation should” with “on the Board of Directors shall”, and replace the last sentence of the section with the following:
A person may not simultaneously stand for election to more than one Directly Elected Office, but may stand for election to a Directly Elected Office and as a Director at Large.
- In §15.3, replace the first paragraph with the following two paragraphs, and replace the word “ballot” in the third paragraph with “ballots”:
The Nominating Committee shall produce a ballot for each Directly Elected Office being elected, and a single ballot for all Directors at Large. All candidates who have been properly nominated and who are eligible per Section 15.2 of these Bylaws shall be included on the ballot.
Each ballot shall indicate the number of Directors being elected from that ballot. If the number of candidates on a ballot is less than or equal to the number of Directors being elected from that ballot, the Nominating Committee shall declare those candidates elected without holding an election for that ballot.
- In §15.4A, in the first paragraph replace “the election” with “each election”, and replace the second paragraph with the following:
The “instant runoff” system is a Permitted Voting Systems for the election to a Directly Elected Office, or for election as a Director at Large when only a single Director at Large is being elected. The “single transferable vote” system is a Permitted Voting System for the election of multiple Directors at Large. Other Permitted Voting Systems may be approved by majority vote of the Voting Members prior to the ballot being distributed.
- In §15.5, replace “a ballot” with “ballots”.
- Replace §15.6 as follows:
15.6 Election to Office
For each Directly Elected Office, the winning candidate under the specified voting system shall be elected. If the winning candidate was also a candidate as a Directors at Large, they shall be disqualified from the ballot for Directors at Large. Once all the ballots for Directly Elected Offices have been counted, the ballots for Directors at Large shall be counted, and the appropriate number of winning candidates under the specified voting system shall be elected.
There is no minimum number of votes which needs to be cast for the election to be valid. The Nominating Committee shall tabulate the votes, determine the results and promptly notify the nominees of the election results. The results of the election shall then be announced to Voting Members, and shall take effect immediately after being announced.
- In Article 24, replace the third paragraph with the following:
The limit on the proportion of appointed Directors on the Board is waived before the first Annual General Meeting, but not for the remainder of the Extended Organisational Period. All Directors must either retire or stand for re-election at the first Annual Board Election.
Motion B: to reduce the notice period for Business Meetings
- In the first paragraph of §16.1.1, replace “sixty (60) days” with “42 days”.
- In the second paragraph of §16.1.1, replace “thirty (30) days” with “14 days”.
Motion C: to reduce the threshold for calling a Special Board Meeting
Replace the first sentence of §9.9 with the following:
A special meeting of the Board may be called by the Chair, the Vice-chair, or a number of directors, which may include directors on sabbatical, equal to half the quorum needed for board business.
Note of trivial corrections made to the Bylaws under §22.2
- Corrected “Commitee” to read “Committee” in Article 10A.
- Inserted the word “in” after “active” in Article 4.
- Corrected the reference to “Section 9.8” of the Bylaws to read “Section 9.9” in §9.13(c).
- Inserted “be” after “shall” in the phrase “it shall circulated” in §20A.2.