Let's All Take a Deep Breath

Brian Lenihan leni at nwlink.com
Sat Jun 3 00:56:39 PDT 1995


I am really disturbed by what I have been reading.  I am also disgusted 
and angry. This whole election situation is getting way out of hand.

Let's get a few things straight:

1. SCN as a corporation does not exist yet.  This online community we call
SCN is not the legal entity which is referred to in the bylaws and the
articles of incorporation. The computer system/community is being confused
with an organization which will only exist after it is incorporated. 

2. By definition, a proposed organization cannot possibly have any
members. 

3. The bylaws do not have any provisions for electing the initial Board of
Directors, nor should they.  Without members, who is eligible to vote?

I think a major mistake was made when the decision was made to hold an
election.  SCN doesn't exist, there is no official policy in place and the
natural result is all this incredible squabbling.  The interim board
should be appointed.  Why do we have a coordinating council anyway? If
people aren't happy with the appointees, they will get a chance soon
enough to vote for the full Board.  The dates by which the first annual
meeting must be held and the full board must be elected were chosen rather
arbitrarily by me.  They can be moved up if people are worried about the
delay. The bylaws are not official until they are ratified by the _full
Board_.  For those of you who may not be aware of it, the state does not
require bylaws to incorporate.  The IRS does. 

Over the past few months I have seen all kinds of sniping aimed at the
motives behind some of the provisions in the bylaws. I wrote them and I
certainly cannot be considered a SCN "insider" with my own agenda. I wrote
them with the intent to make it difficult for radical changes to be made
to the organization in a short time period.  In particular, having up to
six Board members appointed by the standing Board ensures that an
organized group of people cannot take over the Board in one election. 
Three year terms are suggested so only a third of the Board turns over
each year. All of these things insure a stable organization.  There are
plenty of provisions to protect the members from a malevolent Board. 

Recent events suggest that my concerns were well-founded.  I think the 
bylaws could be even simpler, but I am deeply concerned by the 
behavior being exhibited by some our users.  I am even more convinced 
that having a voting class of users is totally unworkable.  Anarchy has 
its devotees, but it has no place in a _volunteer_ organization.  Who has 
the time for it?

Why shouldn't some the same people who created SCN be appointed to the
interim Board?  And why should the interim Board be open to anyone? This
organizations future is riding on these decisions. I am especially upset
by the way people who can't be bothered to work for SCN have gotten so
vocal in attacking the people who _created_ SCN. I personally have been
disappointed in some of the directions the "founders" have chosen to take
SCN and I may not agree with some of their decisions, but I respect what
they have done and I admire them for it.  Those people have worked hard in
their free time and no one should be overlooking that fact. 

There are some really good people involved in SCN and I am glad I have met
them.  Especially Aki, who steered me towards the job I now have (Thank
you! but working 12+ hour days really doesn't leave me much time for SCN). 

I don't see a clean way out of this mess, so I propose that we back up and
that SCN scraps the election and an interim Board is appointed by the
coordinating council. Anything else would be incredibly destructive, as 
recent events have proved.

OK, now I can take a deep breath.

--Brian











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