[iaoa-bylaws] Notes and Proceedings from Bylaws Committee meeting on Aug 25, 2014

Mon Sep 1 16:34:30 CEST 2014

Dear Marion,

> - Article III, Section 3 (Qualifications): The Bylaws say that no more than 30% of EC members should be 'interested persons' (receiving or having received financial compensation by the association). According to new article 14 of the statute, payed members of the EC have no right to vote in the EC. Do we still want to allow for 30% of interested persons in the EC?

I think so. The only problem I see is that the quorum for EC decisions does not change, so if there are 30% of members that cannot vote an EC decision requires 70% of the (remaining) available votes.
Due to the limited numbers of EC members, this could be a real problem when the meeting is valid but not enough people that can vote are participating.

> - The same question arises for Article III, Section 4 (new numbering: 5) on compensation.
> 
> - Article X, Section 2. The Bylaws say that all participants of IAOA events (not free of charge) must be IAOA members. I think that this clause lowers our chances of getting tax exemption, since one requirement for exemption is that the association addresses an audience going beyond its own members. I would suggest to drop the corresponding clause in the Bylaws.

I agree. As far as I remember, this was a restriction imposed by the Italian law.

> - Article XIII, Section 1. I am not familiar with RONR. Is there any chance that the rules specified in RONR stand in conflict with tax exemption requirement?

I don't think so (basically it gives rules for taking decisions). For a definite answer I'm going to write Peter Yim about this (as I understand he is not in the mailing list anymore).

Cheers
Stefano

> Thank you in advance for your comments. Best wishes,
> 
> Marion
> 
> 
> On 29/08/2014 18:03, Frank Loebe wrote:
>> Dear all,
>> 
>> I'm sorry not to have distributed the session transcript of this Monday's
>> meeting earlier, now please find it below. The only edit I've made was to
>> add the list of participants.
>> 
>> In brief summary, during the meeting we have gone through the _Statute_
>> document (v4) [1] and completed this pass eventually, i.e., the remaining
>> open issues therein should not be relevant for the submission for the
>> preliminary tax exemption request (PTER). The _Bylaws_ document (v4) [2]
>> requires further work, and afterwards we should check the cross-references.
>> 
>> Most of the remaining tasks prior to the PTER were adopted by Marion (Thanks
>> for that!), see action items below, mainly (1) to implement easy edits in
>> the Bylaws [2] (if possible, until early next week (Sep 1-5)) and (2) to
>> draft the accompanying letter for the PTER (at a later point).
>> 
>> Regarding debatable issues in the Bylaws (focusing on those relevant for the
>> PTER), Marion, Fabian, and myself agreed at the end of the meeting and
>> suggest to all to discuss these by email preferably prior to the next EC
>> meeting, n.109 on Sep 03.
>> 
>> @Those present in the meeting:
>> Please correct me where I could be mistaken.
>> 
>> Best regards,
>> Frank
>> 
>> 
>> [1] Statute, editing v4
>> https://docs.google.com/document/d/1UGLqlTrUk5xGEa6PAUOT1_kMnHxAulecriLzR0Sw
>> nH8/edit?usp=sharing
>> 
>> [2] Bylaws, editing v4
>> https://docs.google.com/document/d/1utSFvY-qViARwO8UW2UW0yuLuvzZdWIy6BJT2P5M
>> SXY/edit?usp=sharing
>> 
>> 
>> -- edited session transcript --
>> 
>> 
>> [15:55] FrankLoebe: .
>> = Bylaws Committee meeting, Aug 25, 2014 =
>> 
>> == participants ==
>> 
>> * expecting:
>>  SB Stefano Borgo
>>  MH Marion Haemmerli
>>  OK Oliver Kutz       (?)
>>  FL Frank Loebe
>>  FN Fabian Neuhaus
>>  LO Leo Obrst         (1.hour only?)
>> 
>> * regrets:
>>  MG Michael Gruninger
>> 
>> [15:56] FrankLoebe: .
>> == Documents ==
>> * Statute
>> https://docs.google.com/document/d/1UGLqlTrUk5xGEa6PAUOT1_kMnHxAulecriLzR0Sw
>> nH8/edit?usp=sharing
>> 
>> * Bylaws
>> https://docs.google.com/document/d/1utSFvY-qViARwO8UW2UW0yuLuvzZdWIy6BJT2P5M
>> SXY/edit?usp=sharing
>> 
>> 
>> [15:59] FabianNeuhaus: 843758# does not work
>> 
>> 
>> [16:00] FrankLoebe: mmhh - maybe it's your turn this time ...  ... last
>> time, my resolution was to use my notebook
>> 
>> [16:00] FrankLoebe: i.e., I've started the call
>> 
>> [16:05] FrankLoebe: < meeting starts >
>> 
>> [16:05] FrankLoebe: < discussion on difference between Statute and Bylaws >
>> 
>> [16:05] FrankLoebe: MH: Statute and Bylaws have the same value, right?
>> 
>> [16:06] FrankLoebe: FN: would expect that Statute is the binding document
>> 
>> 
>> [16:12] MarionHaemmerli:
>> http://www.admin.ch/opc/de/classified-compilation/19070042/index.html#a80
>> 
>> 
>> [16:22] FrankLoebe: [action] [MH] ask VitaminB-people about flexibility on
>> the fiscal year
>> 
>> [16:23] FrankLoebe: [action] merge this and next paragraph  < Sect.6,
>> par.2-3 >
>> 
>> [16:31] FrankLoebe: general issue: How are Bylaws changes proposed and
>> approved
>> 
>> [17:09] FrankLoebe: SB: general comment: implementational practice should go
>> into the Bylaws
>> 
>> [19:28] FrankLoebe: .
>> tasks left:
>> * [action] [MH] go through Bylaws again, make & highlight simple changes
>> * [action] [MH] draft letter for prel. tax exemption request
>> 
>> [19:29] FrankLoebe: [action] [iaoa-bylaws] discuss remaining items in the
>> Bylaws
>> 
>> [19:29] FrankLoebe: ^ starting from next week
>> 
>> [19:30] FrankLoebe: letter will come later
>> 
>> [19:34] FrankLoebe: < session ends >
>> 
>> [19:34] FrankLoebe: ^ at 19:30
>> 
>> [EDIT]
>> == participants ==
>> * present:
>>  SB Stefano Borgo
>>  MH Marion Haemmerli
>>  OK Oliver Kutz
>>  FL Frank Loebe
>>  FN Fabian Neuhaus
>>  LO Leo Obrst
>> 
>> 
>> _________________________________________________________________________
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> 
> 
> _________________________________________________________________________
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stefano.borgo at cnr.it

=================================================
Stefano Borgo
Researcher, Laboratory for Applied Ontology (LOA)
Institute of Cognitive Sciences and Technologies - CNR
www.loa.istc.cnr.it/borgo.html
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