[Foundation-l] Board resolutions (chapters)

[Florence Devouard]

Sebastian Moleski wrote:
> Hi Florence,
> 
>> First, when a meeting occur with say, 25 people, there is room for
>> discussions and work. When a meeting occur with 100 people, much less.
>> Last year was fine. This year will probably be okay in terms of figures.
>> But every year will become more and more difficult. How many people will
>> join this year Guillom ?
> 
> I don't really see why it would be more difficult. If numbers
> increase, we have to change the format of some of the events during
> the meeting. We could, for example, have full assembly sessions with
> all chapter representatives combined with "committee
> meetings/workshops" of a smaller size where not every chapter is
> represented. The meeting would turn more into a sort of conference
> which, as regards efficiency, isn't a bad thing at all.
> 
>> Second, one person may speak in the name of its board on issues they
>> have discussed previously. Far less on new discussions. And at the end
>> of the discussion, the representant may not "vote" because legally
>> speaking, only the entire board can take a decision.
> 
> I don't agree that that's necessarily the case. It's entirely within
> the realm of possibility for a chapter (board) to appoint a
> representative who can make decisions/vote on behalf of the chapter.

This should be checked by a lawyer, but imho, that's not correct, at 
least in France. Of course, this would depend on which types of 
decisions. If the decisions were completely operational and if the 
chapter has an ED, and if the decision is within the range of the 
strategy defined by the board, it's entirely okay that the ED makes the 
decision.

However, in most other cases, I do not think that's okay. The 
responsability of the organisation is in the hands of the entire board. 
Not one member. Even if the member receives the delegation to *vote* at 
the meeting, I believe the decision can be cancelled afterwards if the 
board is not in agreement.


>> Which means that the meeting may be an opportunity to "meet" and
>> exchange experiences. But it may not be an opportunity to reach agreements.
>> If any doubt on this, a show case is the procedure chosen to select the
>> two representants to the board. One procedure was identified by the
>> group at last year chapter meeting. But we are doing another procedure
>> because in the end, most did not agree with the procedure identified
>> during the meeting. Not to say it was a loss of time of course, but the
>> meeting can simply not be used as a decision-making time.
> 
> On of the main issues I see here was that those attending the chapter
> meeting had no "mandate" from their chapters to enter into any sort of
> agreement. If that is addressed prior to the next meeting, i.e. each
> chapter sends a representative with the necessary mandate to vote, I
> don't see why we would not be able to make a decision at the meeting
> that binds the chapters that attend.
> 
>> Walking on eggs, I will also point out that not all chapters always send
>> the most appropriate person to this meeting. When two or three people
>> can come, the chosen people will usually be the chair and the "one
>> person doing a lot of work at international level and with many
>> relationships with many chapters". When only one person come, I think in
>> many cases, the chair will be selected, as representant of the chapters.
>>  And I think this person is not necessarily the best choice.
> 
> I would find it ideal to have each chapter send two people. That way,
> there's some deliberation possible among representatives from chapters
> and less likelihood of scheduling conflicts during the meeting.
> 
>> In the future, we'll have to decide whether we want this annual meeting
>> to be a "small" one, with max one representative (in which case, it will
>> mostly be a "sharing experiences" time). Or if we want more a
>> convention, with open membership (in which case, it will mostly be a
>> "agreement reaching time").
> 
> If we accept some sort of democratic process as the premise of
> decision making, open membership creates a range of problems fixed
> membership does not. If, for example, each chapter gets two voting
> representatives, it's easier to make up the rules that follow
> regarding quorum and debate. It's much harder if every chapter can
> bring as many as they want.

Sorry, I meant "open membership" but within the board pool (and probably 
ED pool :-)). If 5/9 board members are present at the meeting, they 
constitute a quorum and their decision is *legal*. Of course, the 
chapter may have one or two votes within the entire group.

Ant


> 
> Sebastian
> 
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