Second Life Bar Association Meeting TranscriptAugust 15, 2009
[10:07] Legal Writer: OK, let's get started.
[10:07] Soro Dagostino: busy
[10:07] Legal Writer: I hope everyone is enjoying the summer.
[10:07] Soro Dagostino: ooops, I'll wait
[10:07] Legal Writer: I know that we may have light attendance this meeting due to vacation schedules and the like.
[10:07] Lexis Looming: Not to upstage Legal but please wait soro we will need your vote in a moment..
[10:08] Legal Writer: I know that several people are out of town or otherwise unavailable.
[10:08] Legal Writer: In any case, before we go over the agenda, I want to mention a couple of things.
[10:08] Legal Writer: First, I would like to remind everyone that a transcript of this meeting will be posted on the SLBA website after the meeting.
[10:08] Legal Writer: Since we normally post the agenda for offline viewers, we have traditionally used text to talk.
[10:09] Legal Writer: So, this meeting (and each of our general meetings) will be in text.
[10:09] Legal Writer: Next, our agenda.
[10:09] Legal Writer: 1 - Election results – Legal
2 - Purchase of voting box – authorization to move forward with a purchase
3 - Incorporation status - Legal
4 - Ben’s proposal re land and building – Legal and Ben
5 - Credentials update – Lexis
6 - Speaker Series Update
7 - Career fair – Nov. 14, Morgandy
8 - Discussion of ABA meeting at the Annual Meeting, report of liaisons
9 - Other business
[10:10] Legal Writer: Our first order of business is to discuss the election results.
[10:10] Legal Writer: Backing up a second, we had five candidates for three positions on the Executive Board.
[10:11] Legal Writer: The bylaws of the association say that there will be three at-large members of the Executive Board.
[10:12] Legal Writer: We set up a voting process for officers as well, but these positions had candidates who were unopposed.
[10:12] Legal Writer: The voting really, then, focused on the at large Executive Board positions.
[10:12] Legal Writer: Lexis, would you mind joining me here to discuss the voting machine please?
[10:13] Lexis Looming: yes of course
[10:13] Legal Writer: While he is coming up, I will say that we obtained the assistance of a scripter, who offered (for free) to set up a voting machine for us.
[10:13] Legal Writer: And then we held the election for the three Exec Board positions.
[10:13] Legal Writer: Lexis, can you please then explain what happened next?
[10:14] Lexis Looming: Our ususal Scripter Henri DeCuir was taking the Bar exam so we had to find a new machine
[10:14] Lexis Looming: The election box was donated by Sandcaste Studios and worked fine demonstration. But the scripter rquired each candidate to touch the box as part of the process to ensure everyone voted for each candidate only once..It used the Avatars UUID. However the candidates did not all know this and by the time we got everyone to touch it, it timed out or something. It malfunctioned. It totaled the votes for each candidate but lost the names associated with each vote. We don't know which total went with which candidate
[10:15] Lexis Looming: Since then the CEO of Sandcastle has been on holidays
[10:15] Michele Jigsaw: oh my
[10:15] jamiebryce Infinity: Ahem. thus, when i bumped into the box upon TP this morning , i got this:
First place: With 17 votes.
second place: With 14 votes.
third place: With 10 votes.
fourth place: With 9 votes.
fifth place: With 8 votes.
[10:15] Lexis Looming: and we have not succeeded in getting a scripter to look at it to see if it can be fixed
[10:16] Michele Jigsaw: By th etime all that gets worked out Henry will be back
[10:16] jamiebryce Infinity: i suspect the numbers are still locked in the boxes, which while not properly initialized by the script, do have names painted on them, small smile.
[10:16] Legal Writer: I should also mention one other development since the election began.
[10:16] Legal Writer: Vaki, one of the candidates, informed us that she needs to withdraw from consideration for the Exec Board.
[10:16] jamiebryce Infinity: ((and each has a unique UUID.))
[10:17] Lexis Looming: RL is nrever convienient. BRB
[10:17] Michele Jigsaw: oh...which candidate?
[10:17] Legal Writer: She feels that she wants to do an excellent job on the Exec Board, but feels because of her schooling (she is a law student), that she would not be able to put in the time needed to do an excellent job.
[10:18] Legal Writer: So, she has withdrawn. That leaves 4 candidates for 3 spots.
[10:18] jamiebryce Infinity: Too bad. We talked, Vaki was sharp, and the only law student we had in the running, I think, and does have some energy. I hope our esteemed officers can use her in the fall career day, or something.
[10:18] Lexis Looming: back
[10:18] Lexis Looming: I agree JB
[10:19] Legal Writer: Yes, I am hoping that she can be an active member, even if she is not an Exec Board member.
[10:19] Legal Writer: Right now, in our minds, the foremost thing is not to hold up the elections for a long time in order to track down the actual results.
[10:19] Legal Writer: I would not want to see this throw a monkey wrench into the work of the association.
[10:20] Legal Writer: Therefore, the current Exec Board has discussed a proposal to have a resolution of this problem without the need to wait on a scripter to help us.
[10:20] Legal Writer: I do want to apologize to the candidates and the association for this problem.
[10:21] Legal Writer: I am sorry that we could not have come to a cleaner result with the actual election.
[10:21] Michele Jigsaw: Its SL..these things happen
[10:21] Legal Writer: It is ultimately my responsibility.
[10:21] Soro Dagostino: I move that we suspend the bylaws, seat all four until ratification
[10:21] Legal Writer: So I hope that you can forgive us, but I think that we have a solution.
[10:21] Legal Writer: Funny, Soro has jumped the gun.
[10:21] Lexis Looming: I admit I am the one who secured to contribution of the malfunctioning box
[10:22] Soro Dagostino: Parlimantarian in RL.
[10:22] Michele Jigsaw: scripting can always be buggy
[10:22] Michele Jigsaw: its not a life and death matter
[10:22] jamiebryce Infinity: so can set up instructions :)
[10:22] Legal Writer: I was prepared to announce today that the Exec Board would like to propose, as Soro says, to change the bylaws so that we can seat all four remaining candidates for the Exec Board.
[10:22] Legal Writer: So, I have prepared a motion that I would like everyone to discuss.
[10:22] Michele Jigsaw: DO you need to actually change them?
[10:23] Michele Jigsaw: or just add an emergency provision?
[10:23] Lexis Looming: yes at least on a one time basis as it calls for 3
[10:23] Legal Writer: Yes. The number 3 is hardcoded into the bylaws.
[10:23] jamiebryce Infinity: Incidentially, in case this organization runs under rules of order, I second Soro's motion.
[10:23] Legal Writer: FYI -- Section 7 of the bylaws say: “In addition, three members will also be elected to the Executive Board.”
Section 8 of the bylaws say: “The Executive Board will consist of (a) the President, (b) the President Elect (during the portion of the year that the office exists), (c) the Vice President, Finance, (d) the Vice President, Communications, (e) all former Presidents, and (f) three elected members.”
[10:23] Legal Writer: My motion is as follows.
[10:23] jamiebryce Infinity smiles, arches eyebrow. And a bylaws amendment requires what?
[10:23] Legal Writer: Section 7 would be amended to say: “In addition, three members will also be elected to the Executive Board, unless a larger number of board positions are authorized by a majority of members present at a General Meeting.
[10:23] jamiebryce Infinity: and shall we ignore the motion on the floor?
[10:24] Legal Writer: Section 8 would be amended to say: “The Executive Board will consist of (a) the President, (b) the President Elect (during the portion of the year that the office exists), (c) the Vice President, Finance, (d) the Vice President, Communications, (e) all former Presidents, and (f) three elected members (or the number of elected members otherwise chosen by the members under Section 7).”
[10:24] Legal Writer: So, under this motion the members at a general meeting could authorize additional board positions for a bar year if they so vote.
[10:25] Lexis Looming: ordinarily a change to the bylaws requires 2/3 vote of members present
[10:25] Legal Writer: And under section 8, the number 3 would not be rigid, but would cross-reference section 7, which makes provision for the members to change the number of board positions.
[10:25] Legal Writer: For a bar year.
[10:25] Michele Jigsaw: what is a bar year?
[10:25] Legal Writer: Lexis is correct, that for the bylaws to be changed, 2/3 of our members here today would need to approve the change.
[10:25] jamiebryce Infinity: ***
[10:26] Lexis Looming: Today I think we need the 2/3 number but I hope we can be unanimous
[10:26] jamiebryce Infinity raises hand for a question when you;re done
[10:26] Legal Writer: The bar year I am referring to is the one starting with this election in 2009 until the next general meeting in 2010.
[10:26] Legal Writer: First, I need to see if we have a second to the motion. Anyone?
[10:26] Legal Writer: Then, we can discuss the motion.
[10:26] jamiebryce Infinity: Here, if this place does use rules or order, if where I think you are, respectfully, mr chairman, you have a motion and second. Soro;s not yours
[10:27] jamiebryce Infinity: and you have proposed another one
[10:27] Michele Jigsaw: exactly
[10:27] Lexis Looming: Soro will you amend your motion to Legal's version?
[10:27] jamiebryce Infinity: so perhaps you shoudl ask soro to qithdraw his?
[10:27] Michele Jigsaw: we have onemotion on the floor
[10:27] jamiebryce Infinity: or amend, yes
[10:27] Michele Jigsaw: or fiendly amendment
[10:27] Michele Jigsaw: *friendly
[10:27] Legal Writer: I guess I did not see a second to my motion.
[10:27] jamiebryce Infinity: because there was none
[10:27] jamiebryce Infinity: becaue soro made his first
[10:27] Lexis Looming: uh oh soro is away
[10:27] jamiebryce Infinity: and
[10:27] jamiebryce Infinity: waas
[10:27] Soro Dagostino: Point of Order -- Nor did I.
[10:27] Michele Jigsaw: Legal ther is a process issue
[10:27] jamiebryce Infinity: seconded, sir
[10:27] jamiebryce Infinity: :)
[10:28] Legal Writer: OK, let's dicuss the motion to amend the bylaws.
[10:28] Soro Dagostino: I will not yeild to the amendment.
[10:28] Dewey Whybrow is Online
[10:28] Legal Writer: Jamiebryce, you had a questions?
[10:28] jamiebryce Infinity: i do
[10:28] jamiebryce Infinity: but first
[10:28] Michele Jigsaw: Soros has a motion on the floor
[10:28] Michele Jigsaw: that was 1st and seconded first
[10:28] Michele Jigsaw: you cant just ignore it
[10:28] jamiebryce Infinity: may i respectfulyl suggest a read of the entire transcsript? i fear that our chair may have missed a few of the other remarks, and motions, and seconds, while he was typing
[10:28] Lexis Looming: Soro legal's suggestion gets us to the same place what is your resistance?
[10:29] Michele Jigsaw: its process Lexis
[10:29] Legal Writer: Sorry, I think Soro mentioned the idea, but it was not a motion.
[10:29] Michele Jigsaw: he did move
[10:29] Lexis Looming: He made a motion
[10:29] Soro Dagostino: You only need to suspend the Bylaws for the short duration necessary to ratify the election.
[10:29] Pathfinder Linden is Online
[10:29] Soro Dagostino: Sweet and simple.
[10:29] Lexis Looming: There is noi authority in the by laws for them to be suspended though
[10:29] Legal Writer: Hmmm. OK, let me check the transcript again and see where we are.
[10:29] jamiebryce Infinity: I have no resistance to the idea :) On the other hand, using rules of order properly usually is considered a good thing. As presiding officer of this meeting, how do you suggest we respond to soro;s motion?
[10:30] Lexis Looming: brb again
[10:30] Soro Dagostino: Robert's Rules of Order.
[10:30] jamiebryce Infinity: -->[10:21] Soro Dagostino: I move that we suspend the bylaws, seat all four until ratification
[10:21] Legal Writer: So I hope that you can forgive us, but I think that we have a solution.
[10:21] Legal Writer: Funny, Soro has jumped the gun.
[10:30] Legal Writer: OK, let's start this again. I was trying to present the motion, but Soro jumped in first.
[10:30] Michele Jigsaw: we are a small group today...amending the by laws by this group seems inappropriate
[10:31] Legal Writer: He did in fact have a motion.
[10:31] Soro Dagostino: Yay!
[10:31] Michele Jigsaw chuckles
[10:31] Legal Writer: So, while I was trying to type my motion, he jumped in first.
[10:31] Michele Jigsaw: its tsill first
[10:31] Legal Writer: So, that's ok, we're all friends.
[10:31] jamiebryce Infinity: Michele, if we can get to the exatlerd state of having a known motion acknowledged to be on the table for disvussion, let;s discuss that :D
[10:31] Legal Writer: So, the motion from Soro is to suspend the bylaws, and seat all four candidates.
[10:32] Legal Writer: Is there a second to Soro's motion?
[10:32] Legal Writer: Then, we can discuss.
[10:32] Soro Dagostino: Until the election is ratified.
[10:32] jamiebryce Infinity: (and it was seconded) .. Jamie smiles and raises his hand for discussion of the motion
[10:32] Soro Dagostino: Add a chair to the table until the music plays.
[10:32] Michele Jigsaw: lol
[10:32] Legal Writer: Jamiebryce, was that Soro's motion you seconded?
[10:32] jamiebryce Infinity: at 10:23, yes
[10:33] Legal Writer: OK, now we can discuss Soro's motion.
[10:33] TelLagu Swords: TelLagu raises hand ...
[10:33] Legal Writer: Anyone want to jump in?
[10:33] Legal Writer: TelLagu?
[10:33] jamiebryce Infinity: /,e renews the hand raised at 10:32 but is happy to go after TelLagu
[10:33] TelLagu Swords: Thank you. Just a moment while I load a comment.
[10:33] TelLagu Swords: I find myself opposed to the motion. I have been in assocations where loosened bylawys have been used to take over a BOD or do other 'fun' things. Given the very few number of members here today (a Summer meeting, for the NH members), just a few general members could propose on-the-fly bylaws amendments or to suspend the bylaws and do what some might consider to be harm to the association. I do not suggest in any way that this is what is happening today...of course it is not...but once we move down this road, it's harder to turn back. I recommend that we deal with the problem of a failed election by a revote. THis is especially timely given the withdrawl of a candidate. I respectfully submit this for all of you to consider.
[10:34] TelLagu Swords: TelLagu sits down.
[10:34] Michele Jigsaw: I agree
[10:34] Lexis Looming: Let me suggest you amend your motion Soro not to suspend the by laws but to amend them this one year to allow four and we lecect all for candidates
[10:34] Pathfinder Linden is Offline
[10:34] Damon Zeno: I'm inclined to agree too.
[10:34] Michele Jigsaw: suspend or amend
[10:34] Michele Jigsaw: it doesnt matter
[10:34] Michele Jigsaw: we should not do it
[10:34] Michele Jigsaw: jamie wanted to speak
[10:34] Legal Writer: Jamiebryce?
[10:34] jamiebryce Infinity: Typing my remarks :) I believe we have been told that any meeting duly called, including this one, can change/suspend the bylaws by a vote of 2/3rsd present....
[10:35] jamiebryce Infinity: note I am biased, I am one of the four candididates, and the only one present ...
[10:35] Lexis Looming: This is not controversila folks. We had a malfunciton of script with our election. We have four candidates. Rather than punish them all we suggest we include them all
[10:35] Michele Jigsaw raises her hand
[10:35] jamiebryce Infinity: if the eec vboard thinks we shoudl do this i see iltle harm, as that the body COULD choose to amend again in the fall are undo this
[10:35] Legal Writer: Michele?
[10:35] jamiebryce Infinity: sorry, typo ridden, but comprehensible :)
[10:35] Soro Dagostino raises hand
[10:36] Michele Jigsaw: Ultimately I have no problem with all four sitting however I do not see the rush
[10:36] Lexis Looming: For the good of the association we are better off with 4 this year than none
[10:36] Michele Jigsaw: what is teh harm in waiting even two weeks for the viting matter to be resolved
[10:36] Lexis Looming: The term began August 1
[10:36] Legal Writer: I think we would like to see the matter put to rest.
[10:36] Soro Dagostino waves raised hand
[10:36] Michele Jigsaw: so what if the term did
[10:37] Legal Writer: We have also already tried to get some resolution from scripters over the last couple of weeks to no avail.
[10:37] jamiebryce Infinity: I will vote for this as it;s the exec board's wish, but I admit I see Michele's point. You have officers, so we are not leaderless .. and more of the candidates might yet drop out as things trundle along, all things considered
[10:37] Soro Dagostino: The motion speaks to that.
[10:38] Soro Dagostino: The "losing candidate" leaves the hall at the time the election is validated.
[10:38] Lexis Looming: We need more interested members not fewer. encouraging someone to drop out is not what we are about I hope
[10:38] Legal Writer: Agreed
[10:38] Soro Dagostino: [The exec board]
[10:38] jamiebryce Infinity: (my sense of a straw vote here, based on open comments, is that 2/3rs would be passed, by the way). Are there other views, Mr chair, or might we call for a vote?
[10:38] Legal Writer: Let me add my own views here.
[10:39] Legal Writer: Recall the motion the motion from Soro is to suspend the bylaws, and seat all four candidates.
[10:39] Legal Writer: I had come prepared, and presented to you, a motion to amend the bylaws, not suspend them.
[10:39] Virgil Chronowire is Online
[10:39] Legal Writer: I agree with the earlier comment that it's not a good idea to suspend bylaws.
[10:39] Soro Dagostino: Mr. Chair -- point of order
[10:40] Legal Writer: And, in fact, it's probably against the law of corporations to suspend bylaws. I don't think you can do it.
[10:40] Soro Dagostino: You fail to recite the last part of the motion.
[10:40] Legal Writer: My motion had been to amend the bylaws to permit the membership to choose in a given bar year to add more board positions.
[10:40] Soro Dagostino: Bylaws can be changed or suspended at any time in California
[10:41] Soro Dagostino: The Articles may not
[10:41] Lexis Looming: Our Bylaws expressly provide only for amendment
[10:41] Legal Writer: Respectfully, I submit that having an amendment, rather than suspending bylaws, would be a more orderly way to seat four candidates.
[10:41] Dewey Whybrow: Can amendment be done in one meeting? Broader notice & ratification?
[10:41] Damon Zeno: If the bylaws allow a group of this size to amend the bylaws then I'm in favor of that rather than suspending.
[10:41] Legal Writer: I agree with the goal - to seat all four candidates. But I do not agree with the means.
[10:42] Michele Jigsaw: it would be more orderly to allow the membership a voice on the two proposals
[10:42] Lexis Looming: yes damon two thirds of those present
[10:42] Legal Writer: There is no quorum requirement of a minimum number of members present to do the business of the association.
[10:42] Legal Writer: So, we can amend the bylaws.
[10:42] Legal Writer: Today
[10:42] Soro Dagostino: We don't need to do that to fix this "temporary problem."
[10:43] Legal Writer: Recall also, that we have a process underway to amend the bylaws.
[10:43] Lexis Looming: The amendment in my view could be applicable to this election term only
[10:43] Michele Jigsaw: well for the recod, since I have to elave in a minute..I am against both proposals. I agree with TelLagu
[10:43] Legal Writer: The proposed bylaws are on the forums for your review.
[10:43] Michele Jigsaw: *leave
[10:43] Dewey Whybrow: Mr. Chairmain, you have a motion before you. Debate, amend or vote are the typical choices.
[10:43] jamiebryce Infinity smiles. I will look forward to hearing your motion next, then, if this one fails, and will vote for both. Not hearing any new points, respectfully, I call for a vote on Soro's.
[10:43] Legal Writer: So, this may be temporary, and we will have plenty of time to review permanent bylaws.
[10:44] Legal Writer: OK, any last discussion?
[10:45] Legal Writer: OK, recall that the motion is to suspend the bylaws to permit all four candidates to be seated.
[10:45] Soro Dagostino: Until the election is ratified.
[10:46] Legal Writer: I am guessing that we need 2/3 majority approval since suspending the bylaws is like amending them
[10:46] Soro Dagostino: Temporary fix
[10:46] Lexis Looming: IF it CAn be ratified??????????
[10:46] Legal Writer: Anyway, all those in favor?
[10:46] Legal Writer: Say aye
[10:46] Lexis Looming: what if the answer is not in the scripts
[10:46] jamiebryce Infinity grins selfinterestedly. Aye.
[10:46] Soro Dagostino: Aye
[10:46] Lexis Looming: no
[10:46] Damon Zeno: no
[10:46] Dewey Whybrow: No
[10:46] TelLagu Swords: I must respectfully cast my vote AGAINST the motion for the reasons I've already stated, which have nothting to do with the candidates or the Board, but rather with protecting the process now and in the future.
[10:46] Legal Writer: All opposed, say no.
[10:46] Lexis Looming: no
[10:46] Michele Jigsaw: no
[10:47] jamiebryce Infinity: that's enough to defeat 2/3rds :)
[10:47] TelLagu Swords: No
[10:47] Dewey Whybrow: Sorry, No
[10:47] Legal Writer: The motion is defeated.
[10:47] Michele Jigsaw: I really do have to run
[10:47] Lexis Looming: I move we amend the by laws for 2009-20010 to have 4 members of exec board and elect all four candidates
[10:47] Legal Writer: So, Lexis now has a motion.
[10:47] Legal Writer: Lexis are you OK with the language of the proposed amendedments that I presented to the meeting to capture what you are moving?
[10:48] Lexis Looming: I would be but I have sense a less permenant change will get through easier
[10:48] Legal Writer: Not sure how we can do that.
[10:49] Lexis Looming: The amendment is for this one year we will have 4 ecex board members
[10:49] Legal Writer: So, how would you word the bylaw amendement?
[10:49] Lexis Looming: The by laws are memend to provide for three exec members but in the year 2009-2010 4 may serve
[10:50] Lexis Looming: in which case the board will be the officers and 4 exec members
[10:50] Dewey Whybrow: Not sure that solves the problem. It doesn't necessarily mean the duly held election for 3 candidates is valid. Should add that explicitly.
[10:51] Lexis Looming: Dewey I don't know if you were here when we explained the technical problems but the election was inconclusive
[10:52] Legal Writer: Quickly wordsmithing.
[10:52] Legal Writer: Section 7 would be amended to say: “In addition, three members will also be elected to the Executive Board, but in the year 2009-2010 four may be elected and serve following the election held in August 2009.
Section 8 would be amended to say: “The Executive Board will consist of (a) the President, (b) the President Elect (during the portion of the year that the office exists), (c) the Vice President, Finance, (d) the Vice President, Communications, (e) all former Presidents, and (f) three elected members (subject to Section 7).”
[10:52] Dewey Whybrow: So I gathered. Then its an invalid/spoiled election. to turn it into something else should be done explicitly.
[10:52] Legal Writer: How about that?
[10:52] Lexis Looming: So moved
[10:52] Lexis Looming: my prior motion is so amended
[10:52] Legal Writer: Any second?
[10:53] Damon Zeno: second
[10:53] Legal Writer: Discussion.
[10:53] Legal Writer: Again, we would need 2/3 approval.
[10:53] TelLagu Swords: TelLagu hold up hand
[10:53] Dewey Whybrow: Amending doesn't fix the spoiled election. It just let's you have another election with proper notice.
[10:53] Legal Writer: TelLagu?
[10:54] Lexis Looming: I think this association will be positively influenced by a welcoming unanimous approval for this motion. We need active leaders. We should encourage partcipation
[10:54] TelLagu Swords: One moment please while I load comments
[10:54] TelLagu Swords: I beleive the proper process is for the current Board to meet and vote to reconduct the election based on the technical failure of the prior voting process.
[10:54] Dewey Whybrow: Agree with TelLagu
[10:55] TelLagu Swords: For that reason, I'll respectfully vote against the current motion,.
[10:55] Lexis Looming: Due to probems beyond anyone's control our election was muffed. I take the blame. But this is a good solution for the association
[10:55] Lexis Looming: we can move on and keep all four interested participants active
[10:55] Legal Writer: Redoing the election or not is really the issue.
[10:56] Legal Writer: In a fairly informal organization, is that necessary?
[10:56] Legal Writer: Or, is the fair thing to seat all four members now?
[10:56] Damon Zeno: I'd be okay with a redo as well.
[10:56] Lexis Looming: This isn't Congress
[10:56] Damon Zeno: Unless it's really urgent to have the execs seated
[10:56] Dewey Whybrow: You do not have a valid election either way. I leave it to the Calif corp lawyers here to say what is allowable under Calif Corp Code
[10:56] TelLagu Swords: I believe that redoing the election is exactly the issue. We have not had an election. We have had a vote that produced no results and can be relied upon.
[10:56] Legal Writer: If all four members want to serve, why not?
[10:57] Legal Writer: I mean, I think this is up to all of you.
[10:57] Legal Writer: We are fairly informal.
[10:57] Lexis Looming: TelLagu you are 100% correct. We can be like that or we can advance the goodwill in our association. I say let's seat the four candidates and move on
[10:57] Legal Writer: From my perspective, if all four want to serve, and given the circumstances, I would rather have four excitied people than stand on formalities.
[10:58] Legal Writer: And try to exclude one due to those formalities.
[10:58] Dewey Whybrow: If that's what you want, Legal, amend the motion and say so explicitly. Not sure a small group suspending duly agreed upon bylaws creates goodwill.
[10:58] Damon Zeno: Agree with that, LW.
[10:58] Lexis Looming: We did not chose the size of the group...we could have a small group next time too
[10:59] Legal Writer: Recall that the motion to suspend bylaws was defeated. This is a motion to amend the bylaws to provide for an official change in them in a duly-noticed meeting.
[10:59] Legal Writer: Current bylaws permit us to amend the bylaws at any general meeting upon 2/3 approval.
[10:59] Dewey Whybrow: Point is often amendments to governing documents require notice and two rounds of voting.
[10:59] Lexis Looming: This is really silly folks. We are running a virtual bar association here not General Motors
[11:00] Legal Writer: Dewey, that's not what the current bylaws require in terms of amendments.
[11:01] Legal Writer: Section 6 merely says 6) A 2/3 majority of members present at a General Meeting is required to amend the bylaws.
[11:01] Dewey Whybrow: Point is to me: this is the SLBar Assn, not the SL knitting club. If anyone should be meticulous, it is us.
[11:01] TelLagu Swords: 100% agree with DW
[11:01] Damon Zeno: Agreeed--It's been nearly an hour on this issue. Let's just find a way to have 4 execs and move on. If Amending is available with a 2/3 vote of those present at a general meeting, then fine. It's by the book and we can go forward.
[11:01] Legal Writer: OK, I will call this question. Our time is up.
[11:02] Dewey Whybrow: Please amend you motion to explictly seat the prior 4 candidates of the spoiled election.
[11:02] Legal Writer: All those in favor of amending the bylaws as noted above to permit the Aug 2009 election to seat all four candidates, please say aye. I think by calling out in the amendment the Aug 2009 election, we address Dewey's concern.
[11:03] Lexis Looming: That was the intent of my motion as originally stated
[11:03] Lexis Looming: and amended
[11:03] Lexis Looming: AYE
[11:03] Damon Zeno: aye
[11:03] Legal Writer: I also vote "aye"
[11:03] Virgil Chronowire: Aye
[11:03] jamiebryce Infinity: aye
[11:04] Legal Writer: All those opposed say "nay"
[11:04] TelLagu Swords: Again, I must cast my vote AGAINST the motion on the table.
[11:04] Michele Jigsaw: nay
[11:05] Legal Writer: Any abstentions?
[11:05] Dewey Whybrow: abstain
[11:05] Legal Writer: OK, 5 out of 8 votes is 62.5%, just short of 2/3
[11:06] Legal Writer: So the motion is defeated.
[11:06] Legal Writer: At this point, our time is up. But perhaps we should have some direction form the members
[11:06] Damon Zeno: I'd like to move to redo the election, annoying as it may be.
[11:06] jamiebryce Infinity leans back -- i know the meeting has gone over time, but can I just ask, about item 2, was it the exec board's wish to buy this device that apparently did not work out so well?
[11:07] Legal Writer: It was given to us free
[11:07] TelLagu Swords: I recommend the Board vote to rehold the election.
[11:07] Legal Writer: Damon had moved that first.
[11:07] Legal Writer: Any second?
[11:07] Damon Zeno: is that a second TelLagu?
[11:07] jamiebryce Infinity: Damon, TelLagu, I think they have no choice :) they must elect, and having failed to do so, they must repeat it
[11:08] TelLagu Swords: No. I believe this is a Board issue.
[11:08] Lexis Looming: We will perhaps TelaLagu, but one of the 4 already volunteered to withdraw, so I think the result will be that person will be run off I am sad to say
[11:08] Legal Writer: What happens if someone else drops out? Do we still need to rehold the ection?
[11:08] jamiebryce Infinity: well, if Bylaws mean anything :)) sorrr, as a corporate lawyer i tend to assume a bit about how people read bylaws. but the motion's harmless too
[11:09] jamiebryce Infinity: If the bylaws or articles do not require a secret ballot, you can declare them winners, i expect.
[11:09] jamiebryce Infinity: (assuming #candidates = # positions)
[11:09] Legal Writer: Do all of you want to rehold the election to give our volunteer a shot to stay on?
[11:09] Legal Writer: Or should we invite the volunteer to withdraw, and seat the remaining three?
[11:10] Lexis Looming: I think we should have the election if the volunteer wants to stay and we should encourage participation not withdrawal
[11:10] Legal Writer: Are our formalities such that you believe we ought to rehold the election in any case, because it was indeterminate?
[11:10] Damon Zeno: I think everyone will understand a technical difficulty in SL, but certainly if one drops out then the board can just declare the remaining candidates the winners at any time.
[11:10] Legal Writer: I honestly would hate to see anyone withdraw.
[11:11] TelLagu Swords: As attorneys, we rely on the formalities. The Board is the proper place for this issue to be resolved.
[11:11] Legal Writer: Anyway, I think we have a motion on the floor to rehold the election, which was seconded.
[11:11] Legal Writer: The members are the ultimate deciders.
[11:11] Legal Writer: So is there any discussion remaining?
[11:11] Lexis Looming: If we hear from the scripter and the results can be confirmed is the only way to avoid an election unless there are only 3 ccandidates
[11:12] TelLagu Swords: Who seconded the motion?
[11:12] Lexis Looming: in my opinion if there are 3 candidates only we have a board
[11:12] Legal Writer: You had said you wanted to rehold, which was like a second.
[11:13] TelLagu Swords: Please re-read my reply. I said no to being the second on the motion.
[11:13] Legal Writer: OK, sorry.
[11:13] Damon Zeno: TelLagu was just saying he agreeed there should be a redo, but that the Board could just decide to do that.
[11:13] Legal Writer: We could amend the motion to say that if no results are forthcoming from the scipters in, say, one more week, we will rehold the election.
[11:14] TelLagu Swords: Point of order. There is no second to the motion, therefor amending the motion is untimely.
[11:15] Legal Writer: OK
[11:15] Damon Zeno: Let's table this--then the Board can just decide to rehold the election; and then get to the rest of the agenda?
[11:15] jamiebryce Infinity smiles. may i ask that the motion declared inactive unless a second is offered now.
[11:15] TelLagu Swords: Cuncur with Jamie
[11:15] Legal Writer: I think it best for the members to give the Board direction.
[11:15] jamiebryce Infinity: I gather the board will act on its own, if this body does not?
[11:15] Dewey Whybrow: Lexis has a point. Not sure this is an issue validly put before the membership. What do the bylaws require if there are now only three candidates? Is that a defacto 'valid election'?
[11:16] Legal Writer: The board takes its direction from all of you.
[11:16] Dewey Whybrow: And the bylaws
[11:16] jamiebryce Infinity: wuodl anyone be troubled if I move to instruct the board to ohld a new election if in two weeks there is no certain answer from the original ballot?
[11:16] jamiebryce Infinity: ...
[11:16] Legal Writer: I would prefer to see us, as a membership, instruct the Board on what to do.
[11:17] Legal Writer: I think that is more legitimate than punting everything to the board.
[11:17] Legal Writer: What if the board decides to do something that all of you don't like?
[11:17] Legal Writer: Better to have a vote with clear instructions.
[11:17] Dewey Whybrow: I second Jamiebyrce's motion
[11:17] Legal Writer: So, Damon had a motion first, that hasn't been seconded. Damon, do you withdraw your motion?
[11:18] TelLagu Swords: LW, the Board will often do things we may not like, but that's the nature of allowing our elected to govern day-to-day, rather than punting to the membership.
[11:18] Damon Zeno: Okay, I amend the earlier motion and move that the membership *advise* the board to decide to rehld the election.
[11:18] jamiebryce Infinity smiles, and notes that motions die when not seconded, and notes the presence of a valid motion and second on the floor .. and notes the absence of a parliamentarian
[11:18] jamiebryce Infinity: heh mr chairman? please advise us on what is properly before the body?
[11:18] TelLagu Swords: I support DZ's amendment
[11:18] Damon Zeno: does that work Tel?
[11:19] TelLagu Swords: Yes, thank you.
[11:19] Lexis Looming: Well TelLagu we had a solution to this dilema that the members didn't approve so maybe we should get the members to tell us so that doesn't happen again
[11:19] Legal Writer: Now that Damon's motion has been seconded, we can discuss.
[11:19] jamiebryce Infinity leans back in wonderment. has it?
[11:20] Legal Writer: My suggestion is that Damon's motion be amended to say the following: the board will rehold the election in 2 weeks, unless, in one week, either the scripter tells us who really won the original election, or someone withdraws, permitting us to seat the remaining 3 candidates pursuant to the original election. Thoughts?
[11:21] Damon Zeno: Agree with the proposed amendment.
[11:21] Lexis Looming: seconded
[11:21] jamiebryce Infinity: agree with the idea completely. as to meeting process.. well ... then to make things simple, for all, i will withdraw my motion which was made at 1116 and seconded at 1117 after this one died for lack of second ... so you might still want to get a second
[11:22] jamiebryce Infinity: there we go :)
[11:22] TelLagu Swords: I opposing telling the board that they must do something like this. I support advising them only and letting them make their decision as our governing body.
[11:22] Legal Writer: Other discussion?
[11:23] Legal Writer: From my own perspective, as a board member, my feeling is that you are in charge. The board answers to the members, and not vice versa. Given that the board's solution to this problem was rejected at this meeting, my feeling is that the members should then decide how to resolve the problem and provide instructions to the board. So I support the motion.
[11:23] Legal Writer: Any other discussion? We are over time.
[11:23] Deco Straaf is Offline
[11:23] TelLagu Swords: Please restate the current motion.
[11:24] Lexis Looming: call for the vote
[11:24] jamiebryce Infinity: see 11:20 post from Legal :)
[11:24] Legal Writer: Damon's motion was amended to say the following: the board will rehold the election in 2 weeks, unless, in one week, either the scripter tells us who really won the original election, or someone withdraws, permitting us to seat the remaining 3 candidates pursuant to the original election.
[11:24] TelLagu Swords: Thank you LW
[11:24] Dewey Whybrow: It wasn't amended. A proposed amendment was made.
[11:25] Dewey Whybrow: and seconded. the amendment is being debated
[11:25] Damon Zeno: I don't see why we can't amend further to say, instead of the words "the board will"to "it is the membership's position that the board should"
[11:25] Damon Zeno: then everyone's happy--the board can act feeling like they got the input of the membership and we can go forward
[11:25] Legal Writer: Damon had agreed to the amendment.
[11:26] Legal Writer: OK, Damon has withdrawn his original motion and has proposed an amended motion.
[11:26] Legal Writer: Is there a second?
[11:27] TelLagu Swords: Again, for clarity, Damon, would you please restate the current motion.
[11:27] Deco Straaf is Online
[11:27] Damon Zeno: Motion as amended: "It is the membership's position that the board should ehold the election in 2 weeks, unless, in one week, either the scripter tells us who really won the original election, or someone withdraws, permitting us to seat the remaining 3 candidates pursuant to the original election.
[11:28] TelLagu Swords: Second
[11:28] Legal Writer: Any last discussion?
[11:28] Legal Writer: I will call the question, then
[11:29] Legal Writer: All those in favor of Damon's current motion, say "aye."
[11:29] TelLagu Swords: Aye. We are a young bar association. This process, however painful we might find it, is healthy for us now. I appreciate and respect the thoughtful comments of all on both sides of the issues.
[11:29] Damon Zeno: aye
[11:29] jamiebryce Infinity: aye.
[11:29] Dewey Whybrow: Aye.
[11:30] Legal Writer: I will vote aye
[11:30] Legal Writer: Any opposed, please say "nay."
[11:30] Lexis Looming: abstain
[11:30] Legal Writer: Any abstentions?
[11:31] Legal Writer: OK, the motion has passed.
[11:31] Legal Writer: I will quickly zip through the other agenda items.
[11:31] Legal Writer: We had a joint meeting in this room with the American Bar Association virtual worlds committees in the IP law section and the Section of Science & Technology Law.
[11:32] Legal Writer: It was a productive meeting, and I would like to have another such meeting.
[11:32] Legal Writer: I had the feeling that I should not invite them to attend this meeting, given the election discussion, but hopefully next time. ;-)
[11:32] jamiebryce Infinity: That's still ben;s committee?
[11:32] Legal Writer: Lexis, can you please say a word about credentialing?
[11:33] Lexis Looming: No new applications have been received. applications have been processed. I urge any and all who wish to take advantage of this service to do so now
[11:33] Legal Writer: Jamiebryce, yes, Ben's committee is in SciTech
[11:33] Legal Writer: Great, Lexis.
[11:33] Legal Writer: There is a proposal before the board regarding land, but I think the board should approve a recommendation to you before we present it.
[11:34] Legal Writer: We are having a careers fair on Nov. 14. Please volunteer to help/
[11:35] Legal Writer: Please mark your calendar to come. I have placed in the forums a plan for what the event will look like
[11:35] Legal Writer: See it here http://www.slba.info/forum/YaBB.pl?num=1250353985
[11:36] Legal Writer: There is also a call for volunteers on the forum. Please speak to Morgandy Muircastle if you can help
[11:36] Legal Writer: I don't think we have Cat to discuss new speakers, but we could use volunteers for our Speakers' Series.
[11:37] Legal Writer: We have some things to take care of regarding incorporation. Please take a look at the forums and comment on the proposed bylaws.
[11:37] Legal Writer: Hopefully, we can vote on bylaws next meeting.
[11:37] Legal Writer: Any other business before we close?
[11:38] Legal Writer: OK, having heard none, let us now adjourn. I believe we can hold our next meeting at the regular time on the second Saturday of Sept. I hope to see you there.
[11:38] Dewey Whybrow: Thank you all for your patience and diligence today. Farewell.
[11:38] Legal Writer: Thank you for attending and your patience.
[11:38] jamiebryce Infinity: Informally, Legal, Lexis, thanks for working with us to try and resolve the unfortunate technical issues with the ballot.