[Foundation-l] Board resolutions (chapters)

Florence Devouard Anthere9 at yahoo.com
Tue Jan 20 13:02:49 UTC 2009

Sebastian Moleski wrote:
> On Tue, Jan 20, 2009 at 12:41 PM, Florence Devouard <Anthere9 at yahoo.com> wrote:
>>> 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.
> This may indeed be different from legal system to legal system. German
> law allows the board to appoint individuals who can represent the
> chapter individually within a clearly defined subset of the board's
> authority. I don't know French law but this may be something articles
> of association/bylaws of your chapter may stipulate too.
>> 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.
> If this were the case, establishing any sort of organization with
> organizations as members and some sort of decision-making authority
> would generally be close to impossible. If there is disagreement in
> certain areas among the board, the representative's mandate should
> just exlude that topic area. That means, he can participate in some
> discussions in a binding way, in others only in an
> advisory/consultative manner.

Which is fine as long as no decision is made during the general meeting 
with all chapters... :-(

>>> 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.
> Sure. The question is one of fairness: is it fair for some chapters to
> send five delegates (i.e. voices in discussion) when others can only
> afford to send one?


Is that fair that some participants are fluent with English and others 
are not ?
Is that fair that some participants have a loud voice and others a weak 
one that can not float over the general noise ?
Is that fair that some participants are easy and outgoing, whilst others 
are rather discreet and shy ?
Is that fair that a very well developped chapter has only one voice to 
elect a member whilst a brand new little chapter also has one ?

There is no fairness in the world Seb, only an approach of fairness :-)

> Sebastian
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