From David.Eaton@ftid.com Wed Sep 17 15:52:07 2003 Date: Fri, 29 Aug 2003 13:45:56 -0400 From: David.Eaton@ftid.com To: steve.e.barile@intel.com, john@tcltc.org, lpieniazek@mercator.com, james@ngltc.org, mike_walsh@mindspring.com Cc: dave@suave.net Subject: NELUG Membership & Document Notes [ The following text is in the "iso-8859-1" character set. ] [ Your display is set for the "US-ASCII" character set. ] [ Some characters may be displayed incorrectly. ] Unfortunately, I can't actually reference the Lego train organization in question's name, because I've now agreed to the bylaws by applying for active membership; and according to Article 9.02, I can't use the name of the organization without prior permission of the Organization's Assembly or Executive Committee, which I don't have, and it's not clear how to get. Hence, in this document, I'll simply refer to said organization as TOWNICS (The Organization Whose Name I Can't Say). Note, however, that various other members of my organization may not have already agreed to such bylaws and may use the name at their leisure. I'm not sure if I'm allowed to quote them or TOWNICS documents that reference the name, so, I'll err on the side of safety. Anyway. NELUG recently slipped off of TOWNICS's club membership due to several reasons, one of them being that we were unsure whether or not the club actually wanted to be involved with TOWNICS. The club met on Monday (August 25th), and discussed at length if we did indeed want to become members. The decision was fairly well established that we *wanted* to remain members, but that we were concerned about certain obligations that TOWNICS might enforce upon the club. In the end, we decided to sign up. The following day, I read through the TOWNICS TOS, Procedures, and By-laws documents found on TOWNICS's website. I came across a few things that I thought might need tweaking, but thought little of it at the time, and proceeded to sign myself up as an active member, in preparation to become a new representative of NELUG, having been accepted by the group to such a position. At this point, it became necessary (according to the TOWNICS Procedures document) to establish a club roster, with email addresses, so that the club membership could be informed of the representatives' actions. I thought little of it until I confirmed the roster with the group. Multiple group members then pointed out that they felt it was an invasion of their privacy to have their email addresses included in TOWNICS's copy of the club roster. Also, part of the hesitation on the club's part in joining TOWNICS was that there was a large volume of email, politics, and noise in general that had to be dealt with. Having only two representatives to TOWNICS who were the only ones required to communicate with TOWNICS made the decision to join easier. When asked what the purpose of having a club roster was (to give other club members a sense of what sort of email volume to expect from TOWNICS), I re-read the TOWNICS documents, this time taking highly detailed notes, enclosed herein. I found that communication via email to group members on a club roster occurs: - for changes/updates to information that impacts the 'earnest' communication between TOWNICS and the organization - for any change in membership roster - for any change in representatives While some club members seemed willing (yet hesitant) on this, I found several loopholes (unless they're intended) in the TOWNICS TOS and other documents that I personally don't feel comfortable with; particularly where it concerns re-distribution and *adaptation* of information to 3rd parties, or to the public. Ouch. As a result, I don't feel entitled to officially sign up NELUG as a group without some changes to the TOS and Procedures. While we may still end up deciding to join as a group, the study I've done on the TOWNICS documents has changed my personal opinion from "Sure, join! What can it hurt us?" to "Uh, no." I'm sure many of our (and my) personal objections to these rules may be oversights or omissions on the part of TOWNICS; it's also my understanding that some of these documents were nearly verbatim copies of other already-existing documents, and as such might not truly reflect the desires of TOWNICS, but of the original authors' organization. So, maybe there's hope that these can be easily changed without too much hassle or worry on TOWNICS's part (or maybe even a "Thanks! We didn't realize *that*!"), but in any event, I thought it necessary to bring these objections to your attention. Below are my personal notes on the TOWNICS documents. These opinions are most definitely *NOT* the opinions of any other member of NELUG, but mine alone. The only quasi-formal objection/hesitation on NELUG's part is in regards to TOWNICS maintaining and using a club roster of email addresses. Some of these notes are as simple as grammar or wording, some are objections to the perceived side-effects or implications of particular phrasing, and some are flat-out disagreements with methods or rules. Hopefully, we can easily resolve all of these (or at least the important ones) such that NELUG (and others) no longer feel hesitation about joining. My personal desire is for people and clubs to actively *WANT* to join (with enthusiasm!), not want to hold off. Assuming you get through all these gaping wodges of text, thanks for taking the time. And if you do by some miracle want any *more* input, feel free to contact me. Apprehensive, but hopeful, DaveE TOWNICS TOS, Procedures, and By-laws Notes ==================== Terms of Service (TOS) ==================== 1. "...that the Official LEGO World Wide Web Site is located at www.lego.com. " This isn't needed. Why should it matter that its known to the reader/user where the official Lego website is as long as its known that TOWNICS's site isn't official? And what if Lego changes its domain name, or requests a link removal or revamping? The TOS document shouldn't change with Lego, this should go elsewhere. 5. "You will not hold the [TOWNICS] Website or its creators, owners, operators, or related entities responsible or liable ("indemnify and hold harmless") ... for any lost or corrupted data ...". Arguable. What if I'm continuously sending email/whatever to site admins who aren't responding-- can I tell if the data is lost vs. being ignored? Who should be responsible for data loss in the event that it matters? Plus, define loss? Transmission loss versus intentional loss. 7. "By posting messages, uploading files, inputting data, or engaging in any other form of communication through this service, you are granting the [TOWNICS] Website and its owners a perpetual, irrevocable, royalty- free, unrestricted, non-exclusive, worldwide license to: - Use, copy, publish, sublicense, adapt, transmit, archive, restore, publicly perform, or display any such communication in any medium, and to - Sublicense to third parties the unrestricted right to exercise any or all of the foregoing rights granted with respect to the communication." So, it gives TOWNICS the right to sell/distribute email addresses, home addresses, telephone numbers, publicly disclose private messages, etc. Not only that, but 'adapt' a message and then publicly display it. Hence, if I wrote an email saying "I love what Lego is doing with product X", it could be 'adapted' and published as "I hate what Lego is doing with product Y", citing me as the source. This whole thing needs reworking. Customer Information/Privacy: "Your information includes your e-mail and possibly your mailing address. [TOWNICS] will not distribute your information to third parties." Does not exclude names, your physical address, and doesn't specify whether "e-mail" constitutes "email address" or "email content" or "partial email content" or both. Also, doesn't exclude telephone number, or other personal information. ALSO, doesn't exclude NON personal information. So if I submit someone ELSE's email/phone number/etc. that doesn't count, and may be redistributed. Copyright Notice: "Except where otherwise noted or where implicitly understood (such as discussion group content created by users or images owned by the LEGO Group) ..." Why does "implicitly understood" cut it here, but not elsewhere? I like the idea of "implicitly understood" because it doesn't need formalizing until dire need arises (IE a court case), wherein legally, it's disputable, and you'd probably come to the same conclusions as specified within TOWNICS documents. I'd say either specify it right then and there, or change lots of other stuff in these documents to include "implicit understanding". ======================================== Policies and Procedures ======================================== 1. "It is NOT the goal of [TOWNICS] to create a large bureaucratic machine ...". That's unnecessary, and self-damaging. By admitting that it's not part of the goal, it makes me as a reader think that it must be a common misconception. And as such, it's a goal that hasn't been achieved *because* there's a common misconception to the contrary. Also, should be "not a goal" rather than "not the goal", otherwise, it COULD be *a* goal without being *the* goal. "By having well defined processes for commonly anticipated occurrences there will be less left to individual variance and the processes will be fairer." Goes without saying. 2.01 "The webmaster will determine if the logo is visually acceptable before adding it to the logo web page." Unclear, and also sketchy given that "the webmaster" may be a single individual with personal feelings for or against a particular club. Reasons and methods for logo acceptance should either be specified more clearly (technical, etc), OR it should be said that (say) the Executive Committee also has a say in such decisions. 4.01 Not sure what constitutes "impact [on] the earnest communication between TOWNICS and the Active Organizations". The implication is 'consensus', however, that's hardly necessary, as it nearly defeats the purpose of having group representatives; all 'consensus' opinions are communicated to the group rather than the representatives, hence bypassing the representatives, and making their votes useless. Might as well mean 'each group gets 2 votes'. I'd assume group decisions are made as decided by the organization as they warrant, and it's the responsibility of the representatives to convey such decisions to TOWNICS. This really must mean something else. What? 5.01, Step #3a. Grammar: "given 48 hrs to deny the individuals affiliation." Should be "given 48 hours to deny the individual's affiliation." Ditto below on #3b, should be "hours", not "hrs". 5.02 and 5.03, Step 1. "A single nominator will enter the three Representative and/or Officer's names, with their explicit permission". Specify that "the three" are the three nominators. 6.01 and 6.02, Step #6a and #6b. "If no one objects within 48 hours ...". Objections aren't qualified. IE personal objections should be excluded (I'd hope!). Otherwise, that's personal veto power for any one member of the Membership committee. Also, should probably specify "no one" constitutes "no Membership Committee member". Anyway, I'd think personal objections should be left to the Assembly, not the Membership Committee. That is, the Membership Committee would be responsible for figuring out who's eligible, and the Assembly can determine whether or not they're a respectable club worthy of membership. 6.02, step #6c. "... simple majority will determine weather the LTC ..." should be "whether". 6.02, step #8, two periods; should be 1. 6.03 and 8.03, step #2. Should specify that the update request will trigger an *email* copy to be *sent* to everyone on the roster. Kind of unclear phrasing at the moment. 6.03 and 8.03, step #3. Big problem. A single member of an Active Organization (as in someone on the existing organization roster) has veto power over any changes to the roster. Hence, a member who dislikes a new member (say), could effectively veto their inclusion into the TOWNICS copy of the roster. Entirely dislike the processes for 6 and 8. Puts unnecessary spam (unrequested email) to Active Organization roster addresses, and allows single-member veto power. The point of having two representatives is so that it can handle this. IE, both representatives should approve changes, not the entire club roster. In the event the club wants to yank *both* representatives, or there is disagreement between representatives, THEN the club roster may need to be involved. Even then, there should be active participation on the remainder of the club's part-- TOWNICS shouldn't be bothering the club, the representatives should. If the club selects a representative that's untrustworthy or isn't fulfilling their duties, that's their problem (the club's), not TOWNICS's. Dislike the fact that Organization rosters exist without needing the express consent of those on the list. Whoever submits and updates the roster is effectively giving away people's names and private email addresses, who may or may not want their names/addresses on TOWNICS roster list. Further, by the TOS, TOWNICS can sell/distribute those private names/email addresses at their leisure, as well as any additional information such as physical address, phone number, etc. that may be provided. Inclusion on those lists should be voluntary and should not preclude the group from joining if two representatives are willing to be the contacts to TOWNICS. It should be up to the club to proactively monitor their reps. It's not TOWNICS job to second-guess every action of the Representatives. Otherwise, it may turn into a collective list of all members of all clubs, rather than a small list of representatives. ====================== By-laws ====================== Article 1 - "the name ... shall be", should be "is". "shall be" implies not in current use. Ditto "shall use", versus "has a". Match tense. Actually, this is kinda all throughout the document. Some places it sounds ok, some places it doesn't. Dunno. Article 2, 2.01, #4 - Is that really a goal? Would TOWNICS be less likely to form or act if it weren't a goal? Certainly not a *goal* of mine, insofar as I don't think TOWNICS should be focusing its energies on that instead of elsewhere. But that's not to say that it's objectionable or anything. I don't see it as TOWNICS responsibility to spend money or effort as an organization towards being recognized in the general model railroading hobby. Article 2, 2.02 - "the benefit of private persons" should probably be "the benefit of any private persons", lest it be to benefit a specific person instead of a group. Article 3, 3.01 - "The Assembly must approve all memberships." Disagreement with Procedures document 5.01, where the Assembly is disassociated from the member acceptance process. Note the Assembly shouldn't need to be bothered with applications for membership. Article 3, 3.04 - "Fellow Members shall be exempt from any dues and assessments." Qualify 'assessments'? This sounds like it means "can't be re-assessed later to be booted", but that at least *shouldn't* be the meaning. I either don't agree or don't understand what 'assessments' means here. Article 3, 3.06, reason for termination/suspension: "Wilful misrepresentation or falsification of any material statement of fact". (note, "Willful") So, just lying or bending the truth? I could lie to a friend of mine about his surprise birthday party and be eligible for termination/suspension? Or, for that matter, if I lied when I was 4 years old? Sounds like you could use this as a trumped up charge, put it to a vote, and have it result in a popularity contest. If people don't like someone, they can be ousted for virtually no reason except merely putting it to a vote. Needs clarification in procedures document, probably. Article 4, 4.04, qualification #5: "Present at least two public LEGO train displays during each calendar year period ..." Determined... how? Let's say a club *plans* to do 2 shows in a given year (because 2 shows are typically done by 1 or more particular 3rd-party organizations like GATS or Greenburg where the club participates), but it's later known that they won't be able to participate in the 2nd show. (Say, in September, they find out), but in December, they do a different show. Terminated or lowered status for 3 months? Should it imply 'past 12 months' instead of calendar year? Don't think this resolves nicely, as it involves future plans that aren't necessarily solid. Article 6, 6.01 "... physical meetings ... shall not be held." Precludes the possibility of a physical meeting, and shouldn't. It's not to say that such meetings won't decide anything with any official finality, but they should be allowed. If all necessary members are present and willing, why expressly forbid such a meeting? If three-quarters of the Assembly constitutes a quorum online, should that constitute a quorum in person? On the one hand, I'd say no as it means that there's no documentation being sent to the remaining quarter, but you could still specify that if all members are physically present and there are no disagreements, you're ok. Article 7, 7.01 "Representatives shall serve a term of any length determined by their respective club, not to be less than 6 months." Need to specify that Active Organizations may remove their Representatives with due cause-- IE that it's ok if someone resigns/is booted after 3 months or something, but repeated instances may cause the remaining Assembly/Membership committee to boot the club, or lower their status. Article 7, 7.01 "The representative change ... must comply with the Active Organization consensus process. This process shall be determined by the Assembly or duly authorized sub-committee ..." Does this imply that the decision on a club's part to modify/remove representatives must go through a TOWNICS approved process? So if the club wanted to decide who would be the new rep by way of racing turtles, and that wasn't a TOWNICS approved method, that the change/selection would be invalid? Disagree that TOWNICS has any bearing on the selection process; that should be club business. TOWNICS may have say on the behavior/conduct of the selected reps, but that's it. Article 7, 7.04 "... no quorum shall be deemed to be present or active unless at least three-fourths of the members of the Assembly shall have participated in the vote." Must mention that there's a time frame of the vote, even if it's decided separately for each vote. Otherwise the vote can be deemed final anytime between when 3/4 of the Assembly have voted and when the entire Assembly has voted. Article 7, general. Officers do not expressly need to be members of the Assembly. Do they get a vote in the Assembly if they're not Representatives? I sort of assume that it's implied that they *do* get a vote. Article 8, 8.01 and 8.05 conflict: "There shall be five (5) elected officers of the TOWNICS ..." vs. "The Executive Committee may appoint Additional Officers, as it deems necessary, with such authority and duties as it may designate ...". Anti-democratic. Say a gang of friends happens to get elected (only 3 are needed to start further gang), and may pull in more gang members without general election. Bad form. Also, assuming an existing officer is (say) unanimously voted off by the Assembly from their position as an Officer, the rest of the Executive Committee may simply re-appoint that officer, bypassing the Assembly's vote. If allowing more than 5 officers, there should: 1 - always be an odd number of officers 2 - always have newly appointed officers approved by the Assembly 3 - be a change in the Bylaws document to reflect that there may not always be 5 officers 4 - be a procedure in place for reducing the quantity of officers if it exceeds 5 5 - have a procedure in place for nominating/electing new officers (since you need to add an even number any time additions are made in order to maintain an odd number of officers) 6 - clarify the required quorum/majority for Executive Committee decisions, since merely '3' are required in the current Bylaws for various actions, which may not constitute a majority in the event that more officers exist. Article 9, 9.01 "No member may represent the TOWNICS in policy matters without the approval of either the Assembly or Executive Committee." Need to clarify how much approval-- IE simple majority, method TBD, etc. "Approval" isn't sufficient, also should be 'prior approval'. Article 9, 9.02 "... by any Member, Section, or Committee ..." Does this mean anyone else who ISN'T a member may use the logo/seal/etc? This should be in the TOS or elsewhere, not in the Bylaw document. Article 9, 9.02 "Use of the name, ..." Name? Come on. Name? Even Lego lets you use their NAME. That's just asking for trouble. Use Lego's Fair Play document for guidelines-- you can use the name, but not in a domain name, etc. Article 9, 9.02 "... must have the prior approval of the Assembly or the Executive Committee." Again, 'approval' is too loose. Article 10, 10.02 Isn't 10.02 unnecessary? I don't understand why this isn't covered by 10.01. Article 11, 11.03 "... without express permission." Considering that the organization is presumably dissolved at this point, what constitutes permission? Clarify.