3of3 posts - Bylaws - - IAPCT Conference

[Lloyd Klinedinst (2017.07.26.08:25 CDT)]

ATTACHED: current draft of AMENDED BYLAWS TO BE APPROVED

at the Plenary Session

IAPCT 2017 Amended Bylaws - Final.pdf (108 KB)

[Martin Taylor 2017.07.26.13.31]

Three suggestion/questions.

Article II.1 Might it be worth adding explicitly the possibility of
offering grants-in-aid or scholarships in addition to promulgation
of research results?
Article III might define “attendance” at or “participating in” a
meeting. It seems ambiguous as to whether electronic attendance or
participation by conference call or computer counts for voting
purposes.
Article VI seems to say that three of the four members (or two of
the three if there is a secretary-treasurer) of the Executive Board
have the right to amend these bylaws without reference to the
membership other than to inform the members. I don’t suppose this
was intended but it is the way I read the article.
Unfortunately, I do not expect to be able to attend electronically
because of a prior commitment. I wish you all success.
Martin

···

On 2017/07/26 9:25 AM,
wrote:

lloydk@klinedinst.com

[Lloyd Klinedinst (2017.07.26.08:25 CDT)]

    ATTACHED: current draft of AMENDED BYLAWS TO BE

APPROVED

at the Plenary Session

[Bruce Nevin (2017.07.26.16:56 ET)]

Article II: We could add language about providing financial support, but our income doesn’t make that a real offer at present nor in the readily foreseeable future. Couldn’t it be considered implicit in the words “encourage” and “promote”? I suggest we consider this when we have a more substantial income stream, and when we are in that happy condition include it in an article defining a committee to oversee such awards.

Article III. We changed the word from “attending” to “participating” in order to include virtual attendance. It was intended to be inclusive (and), not ambiguous (or). I suppose it needs to be explicitly spelled out if we anticipate legalistic contesting of a vote. Do we?

Article VI: I agree, that is indeed what it says, and I, too have expressed discomfort with that. I propose adding a clause requiring ratification by majority vote of members voting at an annual meeting. With that change, it would read:

These bylaws may be amended when necessary by two-thirds majority of the executive board, subject to ratification by a majority of members voting at an annual meeting. Proposed amendments must be submitted to the Secretary to be sent out with regular board announcements.

I’ll put that in now, subject to further discussion here and at the meeting.

···

On Wed, Jul 26, 2017 at 1:45 PM, Martin Taylor mmt-csg@mmtaylor.net wrote:

[Martin Taylor 2017.07.26.13.31]

  On 2017/07/26 9:25 AM,

lloydk@klinedinst.com wrote:

[Lloyd Klinedinst (2017.07.26.08:25 CDT)]

    ATTACHED: current draft of AMENDED BYLAWS TO BE

APPROVED

at the Plenary Session

Three suggestion/questions.

Article II.1 Might it be worth adding explicitly the possibility of

offering grants-in-aid or scholarships in addition to promulgation
of research results?

Article III might define "attendance" at or "participating in" a

meeting. It seems ambiguous as to whether electronic attendance or
participation by conference call or computer counts for voting
purposes.

Article VI seems to say that three of the four members (or two of

the three if there is a secretary-treasurer) of the Executive Board
have the right to amend these bylaws without reference to the
membership other than to inform the members. I don’t suppose this
was intended but it is the way I read the article.

Unfortunately, I do not expect to be able to attend electronically

because of a prior commitment. I wish you all success.

Martin

… the certification paragraph at the end needs a corresponding change.

···

On Wed, Jul 26, 2017 at 5:10 PM, Bruce Nevin bnhpct@gmail.com wrote:

[Bruce Nevin (2017.07.26.16:56 ET)]

Article II: We could add language about providing financial support, but our income doesn’t make that a real offer at present nor in the readily foreseeable future. Couldn’t it be considered implicit in the words “encourage” and “promote”? I suggest we consider this when we have a more substantial income stream, and when we are in that happy condition include it in an article defining a committee to oversee such awards.

Article III. We changed the word from “attending” to “participating” in order to include virtual attendance. It was intended to be inclusive (and), not ambiguous (or). I suppose it needs to be explicitly spelled out if we anticipate legalistic contesting of a vote. Do we?

Article VI: I agree, that is indeed what it says, and I, too have expressed discomfort with that. I propose adding a clause requiring ratification by majority vote of members voting at an annual meeting. With that change, it would read:

These bylaws may be amended when necessary by two-thirds majority of the executive board, subject to ratification by a majority of members voting at an annual meeting. Proposed amendments must be submitted to the Secretary to be sent out with regular board announcements.

I’ll put that in now, subject to further discussion here and at the meeting.

/Bruce

On Wed, Jul 26, 2017 at 1:45 PM, Martin Taylor mmt-csg@mmtaylor.net wrote:

[Martin Taylor 2017.07.26.13.31]

  On 2017/07/26 9:25 AM,

lloydk@klinedinst.com wrote:

[Lloyd Klinedinst (2017.07.26.08:25 CDT)]

    ATTACHED: current draft of AMENDED BYLAWS TO BE

APPROVED

at the Plenary Session

Three suggestion/questions.

Article II.1 Might it be worth adding explicitly the possibility of

offering grants-in-aid or scholarships in addition to promulgation
of research results?

Article III might define "attendance" at or "participating in" a

meeting. It seems ambiguous as to whether electronic attendance or
participation by conference call or computer counts for voting
purposes.

Article VI seems to say that three of the four members (or two of

the three if there is a secretary-treasurer) of the Executive Board
have the right to amend these bylaws without reference to the
membership other than to inform the members. I don’t suppose this
was intended but it is the way I read the article.

Unfortunately, I do not expect to be able to attend electronically

because of a prior commitment. I wish you all success.

Martin

[Martin Taylor 2017.07.26.17.24]

[Bruce Nevin (2017.07.26.16:56 ET)]

      Article II: We could add language about providing financial

support, but our income doesn’t make that a real offer at
present nor in the readily foreseeable future.

I know nothing about the legalities of US charities, but it surely

wouldn’t be illegal to solicit donations toward scholarships or
grants-in-aid. Sigma Xi makes grants even at the few hundreds level
to help students. Rupert Young just announced he was going to do a
crowd funding exercise for his own research. Maybe CSG might want to
try that some day. I think it might enhance the perceived value of
membership if one thought one’s money might be promoting actual
research.

      Couldn't it be considered implicit in the words

“encourage” and “promote”? I suggest we consider this when we
have a more substantial income stream, and when we are in that
happy condition include it in an article defining a committee
to oversee such awards.

Chicken and egg, perhaps?
      Article III. We changed the word from "attending" to

“participating” in order to include virtual attendance. It was
intended to be inclusive (and), not ambiguous (or). I suppose
it needs to be explicitly spelled out if we anticipate
legalistic contesting of a vote. Do we?

"Attend" still is in III.4, and "in person or by proxy" to me has a

connotation of being physically present.

      Article VI: I agree, that is indeed what it says, and I,

too have expressed discomfort with that. I propose adding a
clause requiring ratification by majority vote of members
voting at an annual meeting. With that change, it would read:

These bylaws may be amended when necessary by two-thirds majority of the executive board, subject to ratification by a majority of members voting at an annual meeting. Proposed amendments must be submitted to the Secretary to be sent out with regular board announcements.

      I'll put that in now, subject to further discussion here

and at the meeting.

If I can designate you as a proxy, since I will neither attend nor

participate, I’d like to cast a vote “For” that change. Maybe I need
an appointment form, but I expect it to get near unanimous approval
anyway, so it probably doesn’t matter.

Martin
···

On Wed, Jul 26, 2017 at 1:45 PM, Martin
Taylor mmt-csg@mmtaylor.net
wrote:

[Martin Taylor 2017.07.26.13.31]

                On

2017/07/26 9:25 AM, lloydk@klinedinst.com
wrote:

                  [Lloyd

Klinedinst (2017.07.26.08:25 CDT)]

                  ATTACHED:

current draft of AMENDED BYLAWS TO BE APPROVED

                  at

the Plenary Session

Three suggestion/questions.

          Article II.1 Might it be worth adding explicitly the

possibility of offering grants-in-aid or scholarships in
addition to promulgation of research results?

          Article III might define "attendance" at or "participating

in" a meeting. It seems ambiguous as to whether electronic
attendance or participation by conference call or computer
counts for voting purposes.

          Article VI seems to say that three of the four members (or

two of the three if there is a secretary-treasurer) of the
Executive Board have the right to amend these bylaws
without reference to the membership other than to inform
the members. I don’t suppose this was intended but it is
the way I read the article.

          Unfortunately, I do not expect to be able to attend

electronically because of a prior commitment. I wish you
all success.

              Martin

[Lloyd Klinedinst (2017.07.26.17:32 CDT)]

Thanks Martin and Bruce. This ‘expansion’ of ‘control’ - as I perceive it - is why we think this meeting is so critical. As I reflect and have mentioned to one or another members, Bill and Mary managed CSG and we members attended without involvement in the organizing activities, unless we hosted or ‘presided’ which was about the only thing the annual ‘President’ did. This created a kind of codependent passivity on our part.
Now is the time when we hope CSG, becoming IAPCT, moves from a ‘huddled masses’ (really ‘few’) to a ‘critical mass’ which we hope will tip the point of living science and its applications.

Lloyd
···

On Jul 26, 2017, at 16:10, Bruce Nevin bnhpct@gmail.com wrote:

Article VI: I agree, that is indeed what it says, and I, too have expressed discomfort with that. I propose adding a clause requiring ratification by majority vote of members voting at an annual meeting. With that change, it would read:

These bylaws may be amended when necessary by two-thirds majority of the executive board, subject to ratification by a majority of members voting at an annual meeting. Proposed amendments must be submitted to the Secretary to be sent out with regular board announcements.

I’ll put that in now, subject to further discussion here and at the meeting.

[Bruce Nevin (2017.07.26.21:33 ET)]

Martin, these points are well taken.

I propose to put the sections about meetings, voting, quorum, and modes of participation (both for the annual meeting and for meetings of the executive board) in a separate article titled Meetings. That will make everything clearer and more consistent.

Nothing in the present language prohibits soliciting donations toward scholarships and grants or awarding same. That can be a decision by the board and membership whenever we so choose without requiring explicit mention in the bylaws. But we can put that specific language in as a way of advocating that reference value for control.

We included honorary membership as a class of membership. We can award that to anyone, in principle. The act of awarding it to those members of the family who wish it can be taken by the board and membership whenever we so choose, and likewise does not require explicit mention in the bylaws. The place for that is in the minutes of the meeting and in letters to family members. So I propose to delete Article III Section 5 from the proposed additions to the bylaws.

We are in an odd position wrt proxy voting. Until the bylaws are approved (or at least the section about proxy voting), we can’t vote by proxy, because it’s not provided for in the 1994 bylaws.

I will make these changes in the Google doc, where they can be reverted if we don’t like them. The share link to view the Google doc is

https://docs.google.com/document/d/1VpwUZTE0D-pNOcAFgiCsB0hrTTR08k-F1wyCFhXnBcg/edit?usp=sharing

Further changes should be discussed here. If we’re happy, we can produce another PDF from the Google doc.

If someone wants a PDF for review before that, I can produce that too.

···

On Wed, Jul 26, 2017 at 5:35 PM, Martin Taylor mmt-csg@mmtaylor.net wrote:

[Martin Taylor 2017.07.26.17.24]

[Bruce Nevin (2017.07.26.16:56 ET)]

      Article II: We could add language about providing financial

support, but our income doesn’t make that a real offer at
present nor in the readily foreseeable future.

I know nothing about the legalities of US charities, but it surely

wouldn’t be illegal to solicit donations toward scholarships or
grants-in-aid. Sigma Xi makes grants even at the few hundreds level
to help students. Rupert Young just announced he was going to do a
crowd funding exercise for his own research. Maybe CSG might want to
try that some day. I think it might enhance the perceived value of
membership if one thought one’s money might be promoting actual
research.

      Couldn't it be considered implicit in the words

“encourage” and “promote”? I suggest we consider this when we
have a more substantial income stream, and when we are in that
happy condition include it in an article defining a committee
to oversee such awards.

Chicken and egg, perhaps?
      Article III. We changed the word from "attending" to

“participating” in order to include virtual attendance. It was
intended to be inclusive (and), not ambiguous (or). I suppose
it needs to be explicitly spelled out if we anticipate
legalistic contesting of a vote. Do we?

"Attend" still is in III.4, and "in person or by proxy" to me has a

connotation of being physically present.

      Article VI: I agree, that is indeed what it says, and I,

too have expressed discomfort with that. I propose adding a
clause requiring ratification by majority vote of members
voting at an annual meeting. With that change, it would read:

These bylaws may be amended when necessary by two-thirds majority of the executive board, subject to ratification by a majority of members voting at an annual meeting. Proposed amendments must be submitted to the Secretary to be sent out with regular board announcements.

      I'll put that in now, subject to further discussion here

and at the meeting.

If I can designate you as a proxy, since I will neither attend nor

participate, I’d like to cast a vote “For” that change. Maybe I need
an appointment form, but I expect it to get near unanimous approval
anyway, so it probably doesn’t matter.

Martin

/Bruce

      On Wed, Jul 26, 2017 at 1:45 PM, Martin

Taylor mmt-csg@mmtaylor.net
wrote:

[Martin Taylor 2017.07.26.13.31]

                On

2017/07/26 9:25 AM, lloydk@klinedinst.com
wrote:

                  [Lloyd

Klinedinst (2017.07.26.08:25 CDT)]

                  ATTACHED:

current draft of AMENDED BYLAWS TO BE APPROVED

                  at

the Plenary Session

Three suggestion/questions.

          Article II.1 Might it be worth adding explicitly the

possibility of offering grants-in-aid or scholarships in
addition to promulgation of research results?

          Article III might define "attendance" at or "participating

in" a meeting. It seems ambiguous as to whether electronic
attendance or participation by conference call or computer
counts for voting purposes.

          Article VI seems to say that three of the four members (or

two of the three if there is a secretary-treasurer) of the
Executive Board have the right to amend these bylaws
without reference to the membership other than to inform
the members. I don’t suppose this was intended but it is
the way I read the article.

          Unfortunately, I do not expect to be able to attend

electronically because of a prior commitment. I wish you
all success.

              Martin

[Bruce Nevin (2017.07.26.22:23 ET)]

Here is a PDF with the rearrangements that I proposed. All changes can be reverted if we are unhappy with them.

Martin, if you see a felicitous way to include something about scholarships and grants in the following paragraph, please suggest it. Every way I have thought of is am awkward excrescence. Maybe I’m just tired.

Section 1. The purpose of the corporation is to encourage research based on William T. Powers original perceptual control theory, its continuing development, and its use as a theory informing a wide range of applications. The corporation promotes activities such as publishing and conferences in order to disseminate the results of such work.

CSG Revised Bylaws.20170726.pdf (124 KB)

···

On Wed, Jul 26, 2017 at 9:35 PM, Bruce Nevin bnhpct@gmail.com wrote:

[Bruce Nevin (2017.07.26.21:33 ET)]

Martin, these points are well taken.

I propose to put the sections about meetings, voting, quorum, and modes of participation (both for the annual meeting and for meetings of the executive board) in a separate article titled Meetings. That will make everything clearer and more consistent.

Nothing in the present language prohibits soliciting donations toward scholarships and grants or awarding same. That can be a decision by the board and membership whenever we so choose without requiring explicit mention in the bylaws. But we can put that specific language in as a way of advocating that reference value for control.

We included honorary membership as a class of membership. We can award that to anyone, in principle. The act of awarding it to those members of the family who wish it can be taken by the board and membership whenever we so choose, and likewise does not require explicit mention in the bylaws. The place for that is in the minutes of the meeting and in letters to family members. So I propose to delete Article III Section 5 from the proposed additions to the bylaws.

We are in an odd position wrt proxy voting. Until the bylaws are approved (or at least the section about proxy voting), we can’t vote by proxy, because it’s not provided for in the 1994 bylaws.

I will make these changes in the Google doc, where they can be reverted if we don’t like them. The share link to view the Google doc is

https://docs.google.com/document/d/1VpwUZTE0D-pNOcAFgiCsB0hrTTR08k-F1wyCFhXnBcg/edit?usp=sharing

Further changes should be discussed here. If we’re happy, we can produce another PDF from the Google doc.

If someone wants a PDF for review before that, I can produce that too.

/Bruce

On Wed, Jul 26, 2017 at 5:35 PM, Martin Taylor mmt-csg@mmtaylor.net wrote:

[Martin Taylor 2017.07.26.17.24]

[Bruce Nevin (2017.07.26.16:56 ET)]

      Article II: We could add language about providing financial

support, but our income doesn’t make that a real offer at
present nor in the readily foreseeable future.

I know nothing about the legalities of US charities, but it surely

wouldn’t be illegal to solicit donations toward scholarships or
grants-in-aid. Sigma Xi makes grants even at the few hundreds level
to help students. Rupert Young just announced he was going to do a
crowd funding exercise for his own research. Maybe CSG might want to
try that some day. I think it might enhance the perceived value of
membership if one thought one’s money might be promoting actual
research.

      Couldn't it be considered implicit in the words

“encourage” and “promote”? I suggest we consider this when we
have a more substantial income stream, and when we are in that
happy condition include it in an article defining a committee
to oversee such awards.

Chicken and egg, perhaps?
      Article III. We changed the word from "attending" to

“participating” in order to include virtual attendance. It was
intended to be inclusive (and), not ambiguous (or). I suppose
it needs to be explicitly spelled out if we anticipate
legalistic contesting of a vote. Do we?

"Attend" still is in III.4, and "in person or by proxy" to me has a

connotation of being physically present.

      Article VI: I agree, that is indeed what it says, and I,

too have expressed discomfort with that. I propose adding a
clause requiring ratification by majority vote of members
voting at an annual meeting. With that change, it would read:

These bylaws may be amended when necessary by two-thirds majority of the executive board, subject to ratification by a majority of members voting at an annual meeting. Proposed amendments must be submitted to the Secretary to be sent out with regular board announcements.

      I'll put that in now, subject to further discussion here

and at the meeting.

If I can designate you as a proxy, since I will neither attend nor

participate, I’d like to cast a vote “For” that change. Maybe I need
an appointment form, but I expect it to get near unanimous approval
anyway, so it probably doesn’t matter.

Martin

/Bruce

      On Wed, Jul 26, 2017 at 1:45 PM, Martin

Taylor mmt-csg@mmtaylor.net
wrote:

[Martin Taylor 2017.07.26.13.31]

                On

2017/07/26 9:25 AM, lloydk@klinedinst.com
wrote:

                  [Lloyd

Klinedinst (2017.07.26.08:25 CDT)]

                  ATTACHED:

current draft of AMENDED BYLAWS TO BE APPROVED

                  at

the Plenary Session

Three suggestion/questions.

          Article II.1 Might it be worth adding explicitly the

possibility of offering grants-in-aid or scholarships in
addition to promulgation of research results?

          Article III might define "attendance" at or "participating

in" a meeting. It seems ambiguous as to whether electronic
attendance or participation by conference call or computer
counts for voting purposes.

          Article VI seems to say that three of the four members (or

two of the three if there is a secretary-treasurer) of the
Executive Board have the right to amend these bylaws
without reference to the membership other than to inform
the members. I don’t suppose this was intended but it is
the way I read the article.

          Unfortunately, I do not expect to be able to attend

electronically because of a prior commitment. I wish you
all success.

              Martin

[Martin Taylor 2017.07.26.23.06]

···

Perhaps adding “and support” between
“encourage” and “research” in the first clause would do it,
because “support” could include both financial and moral support.

  Martin

[Bruce Nevin (2017.07.26.22:23 ET)]

    Here is a PDF with the rearrangements that I proposed. All

changes can be reverted if we are unhappy with them.

      Martin, if you see a felicitous way to include something

about scholarships and grants in the following paragraph,
please suggest it. Every way I have thought of is am awkward
excrescence. Maybe I’m just tired.

Section 1. The purpose of the corporation is to encourage research based on William T. Powers original perceptual control theory, its continuing development, and its use as a theory informing a wide range of applications. The corporation promotes activities such as publishing and conferences in order to disseminate the results of such work.

      On Wed, Jul 26, 2017 at 9:35 PM, Bruce

Nevin bnhpct@gmail.com
wrote:

            [Bruce Nevin

(2017.07.26.21:33 ET)]

Martin, these points are well taken.

              I propose to put the sections about meetings,

voting, quorum, and modes of participation (both for
the annual meeting and for meetings of the executive
board) in a separate article titled Meetings. That
will make everything clearer and more consistent.

              Nothing in the present language prohibits

soliciting donations toward scholarships and grants or
awarding same. That can be a decision by the board and
membership whenever we so choose without requiring
explicit mention in the bylaws. But we can put that
specific language in as a way of advocating that
reference value for control.

              We included honorary membership as a class of

membership. We can award that to anyone, in principle.
The act of awarding it to those members of the family
who wish it can be taken by the board and membership
whenever we so choose, and likewise does not require
explicit mention in the bylaws. The place for that is
in the minutes of the meeting and in letters to family
members. So I propose to delete Article III Section 5
from the proposed additions to the bylaws.

              We are in an odd position wrt proxy voting. Until

the bylaws are approved (or at least the section about
proxy voting), we can’t vote by proxy, because it’s
not provided for in the 1994 bylaws.

                I will make these changes in the Google doc,

where they can be reverted if we don’t like them.
The share link to view the Google doc is

https://docs.google.com/document/d/1VpwUZTE0D-pNOcAFgiCsB0hrTTR08k-F1wyCFhXnBcg/edit?usp=sharing

                Further changes should be discussed here. If

we’re happy, we can produce another PDF from the
Google doc.

              If someone wants a PDF for review before that, I

can produce that too.

/Bruce

                On Wed, Jul 26, 2017 at 5:35

PM, Martin Taylor mmt-csg@mmtaylor.net
wrote:

[Martin Taylor 2017.07.26.17.24]

                          [Bruce Nevin

(2017.07.26.16:56 ET)]

                            Article II: We could add language

about providing financial support, but
our income doesn’t make that a real
offer at present nor in the readily
foreseeable future.

                     I know nothing about the legalities of

US charities, but it surely wouldn’t be illegal
to solicit donations toward scholarships or
grants-in-aid. Sigma Xi makes grants even at the
few hundreds level to help students. Rupert
Young just announced he was going to do a crowd
funding exercise for his own research. Maybe CSG
might want to try that some day. I think it
might enhance the perceived value of membership
if one thought one’s money might be promoting
actual research.

                            Couldn't it be considered implicit

in the words “encourage” and “promote”?
I suggest we consider this when we have
a more substantial income stream, and
when we are in that happy condition
include it in an article defining a
committee to oversee such awards.

                     Chicken and egg, perhaps?
                            Article III. We changed the word from

“attending” to “participating” in order
to include virtual attendance. It was
intended to be inclusive (and), not
ambiguous (or). I suppose it needs to be
explicitly spelled out if we anticipate
legalistic contesting of a vote. Do we?

                     "Attend" still is in III.4, and "in

person or by proxy" to me has a connotation of
being physically present.

                            Article VI: I agree, that is indeed

what it says, and I, too have expressed
discomfort with that. I propose adding a
clause requiring ratification by
majority vote of members voting at an
annual meeting. With that change, it
would read:

These bylaws may be amended when necessary by two-thirds majority of the executive board, subject to ratification by a majority of members voting at an annual meeting. Proposed amendments must be submitted to the Secretary to be sent out with regular board announcements.

                            I'll put that in now, subject to

further discussion here and at the
meeting.

                     If I can designate you as a proxy, since

I will neither attend nor participate, I’d like
to cast a vote “For” that change. Maybe I need
an appointment form, but I expect it to get near
unanimous approval anyway, so it probably
doesn’t matter.

                        Martin

/Bruce

                            On Wed, Jul 26,

2017 at 1:45 PM, Martin Taylor mmt-csg@mmtaylor.net
wrote:

[Martin Taylor 2017.07.26.13.31]

                                      On

2017/07/26 9:25 AM, lloydk@klinedinst.com
wrote:

                                        [Lloyd

Klinedinst (2017.07.26.08:25
CDT)]

                                        ATTACHED:

current draft of AMENDED
BYLAWS TO BE APPROVED

                                        at

the Plenary Session

Three suggestion/questions.

                                Article II.1 Might it be worth

adding explicitly the possibility of
offering grants-in-aid or
scholarships in addition to
promulgation of research results?

                                Article III might define

“attendance” at or “participating
in” a meeting. It seems ambiguous as
to whether electronic attendance or
participation by conference call or
computer counts for voting purposes.

                                Article VI seems to say that three

of the four members (or two of the
three if there is a
secretary-treasurer) of the
Executive Board have the right to
amend these bylaws without reference
to the membership other than to
inform the members. I don’t suppose
this was intended but it is the way
I read the article.

                                Unfortunately, I do not expect to be

able to attend electronically
because of a prior commitment. I
wish you all success.

                                    Martin

Good. Done (in the Google doc).

···

On Wed, Jul 26, 2017 at 11:07 PM, Martin Taylor mmt-csg@mmtaylor.net wrote:

[Martin Taylor 2017.07.26.23.06]

  Perhaps adding "and support" between

“encourage” and “research” in the first clause would do it,
because “support” could include both financial and moral support.

  Martin

[Bruce Nevin (2017.07.26.22:23 ET)]

    Here is a PDF with the rearrangements that I proposed. All

changes can be reverted if we are unhappy with them.

      Martin, if you see a felicitous way to include something

about scholarships and grants in the following paragraph,
please suggest it. Every way I have thought of is am awkward
excrescence. Maybe I’m just tired.

Section 1. The purpose of the corporation is to encourage research based on William T. Powers original perceptual control theory, its continuing development, and its use as a theory informing a wide range of applications. The corporation promotes activities such as publishing and conferences in order to disseminate the results of such work.

      On Wed, Jul 26, 2017 at 9:35 PM, Bruce

Nevin bnhpct@gmail.com
wrote:

            [Bruce Nevin

(2017.07.26.21:33 ET)]

Martin, these points are well taken.

              I propose to put the sections about meetings,

voting, quorum, and modes of participation (both for
the annual meeting and for meetings of the executive
board) in a separate article titled Meetings. That
will make everything clearer and more consistent.

              Nothing in the present language prohibits

soliciting donations toward scholarships and grants or
awarding same. That can be a decision by the board and
membership whenever we so choose without requiring
explicit mention in the bylaws. But we can put that
specific language in as a way of advocating that
reference value for control.

              We included honorary membership as a class of

membership. We can award that to anyone, in principle.
The act of awarding it to those members of the family
who wish it can be taken by the board and membership
whenever we so choose, and likewise does not require
explicit mention in the bylaws. The place for that is
in the minutes of the meeting and in letters to family
members. So I propose to delete Article III Section 5
from the proposed additions to the bylaws.

              We are in an odd position wrt proxy voting. Until

the bylaws are approved (or at least the section about
proxy voting), we can’t vote by proxy, because it’s
not provided for in the 1994 bylaws.

                I will make these changes in the Google doc,

where they can be reverted if we don’t like them.
The share link to view the Google doc is

https://docs.google.com/document/d/1VpwUZTE0D-pNOcAFgiCsB0hrTTR08k-F1wyCFhXnBcg/edit?usp=sharing

                Further changes should be discussed here. If

we’re happy, we can produce another PDF from the
Google doc.

              If someone wants a PDF for review before that, I

can produce that too.

/Bruce

                On Wed, Jul 26, 2017 at 5:35

PM, Martin Taylor mmt-csg@mmtaylor.net
wrote:

[Martin Taylor 2017.07.26.17.24]

                          [Bruce Nevin

(2017.07.26.16:56 ET)]

                            Article II: We could add language

about providing financial support, but
our income doesn’t make that a real
offer at present nor in the readily
foreseeable future.

                     I know nothing about the legalities of

US charities, but it surely wouldn’t be illegal
to solicit donations toward scholarships or
grants-in-aid. Sigma Xi makes grants even at the
few hundreds level to help students. Rupert
Young just announced he was going to do a crowd
funding exercise for his own research. Maybe CSG
might want to try that some day. I think it
might enhance the perceived value of membership
if one thought one’s money might be promoting
actual research.

                            Couldn't it be considered implicit

in the words “encourage” and “promote”?
I suggest we consider this when we have
a more substantial income stream, and
when we are in that happy condition
include it in an article defining a
committee to oversee such awards.

                     Chicken and egg, perhaps?
                            Article III. We changed the word from

“attending” to “participating” in order
to include virtual attendance. It was
intended to be inclusive (and), not
ambiguous (or). I suppose it needs to be
explicitly spelled out if we anticipate
legalistic contesting of a vote. Do we?

                     "Attend" still is in III.4, and "in

person or by proxy" to me has a connotation of
being physically present.

                            Article VI: I agree, that is indeed

what it says, and I, too have expressed
discomfort with that. I propose adding a
clause requiring ratification by
majority vote of members voting at an
annual meeting. With that change, it
would read:

These bylaws may be amended when necessary by two-thirds majority of the executive board, subject to ratification by a majority of members voting at an annual meeting. Proposed amendments must be submitted to the Secretary to be sent out with regular board announcements.

                            I'll put that in now, subject to

further discussion here and at the
meeting.

                     If I can designate you as a proxy, since

I will neither attend nor participate, I’d like
to cast a vote “For” that change. Maybe I need
an appointment form, but I expect it to get near
unanimous approval anyway, so it probably
doesn’t matter.

                        Martin

/Bruce

                            On Wed, Jul 26,

2017 at 1:45 PM, Martin Taylor mmt-csg@mmtaylor.net
wrote:

[Martin Taylor 2017.07.26.13.31]

                                      On

2017/07/26 9:25 AM, lloydk@klinedinst.com
wrote:

                                        [Lloyd

Klinedinst (2017.07.26.08:25
CDT)]

                                        ATTACHED:

current draft of AMENDED
BYLAWS TO BE APPROVED

                                        at

the Plenary Session

Three suggestion/questions.

                                Article II.1 Might it be worth

adding explicitly the possibility of
offering grants-in-aid or
scholarships in addition to
promulgation of research results?

                                Article III might define

“attendance” at or “participating
in” a meeting. It seems ambiguous as
to whether electronic attendance or
participation by conference call or
computer counts for voting purposes.

                                Article VI seems to say that three

of the four members (or two of the
three if there is a
secretary-treasurer) of the
Executive Board have the right to
amend these bylaws without reference
to the membership other than to
inform the members. I don’t suppose
this was intended but it is the way
I read the article.

                                Unfortunately, I do not expect to be

able to attend electronically
because of a prior commitment. I
wish you all success.

                                    Martin