I'm moving...

[daniel_the_smith]

So as you all know, I live in a Central region state. However, I've recently accepted a job with a large well-known company in a Western region state, and I'm moving.

This presents a bit of a problem because I'm on the board for the central region. In fact, I'm currently chair of the board.

The bylaws have some things to say about this in article 3. IMO, there's an obviously correct reading, but enough other people find it ambiguous that I thought I'd just ask you all how you'd like me to read it.

(If you don't want to be biased by my two proposed readings, go read Article III, section 1 and 2a.)

A: You're moving out of the region, with just over 6 months left in your term, there should be a special election.

B: "Residency" is very vague, and since you'll own property in the central region with less than six months left and I like the idea of your continued presence on the board, you should serve out your term.

C: Note that if you "resign" then section 1 applies instead of section 2 and the board could, if they wished, appoint someone without an election, and in fact, there's nothing to prevent them from reappointing *you*...

My own opinion:

I think the author(s) intended to treat resignations and move-outs the same, so C is obviously not correct, although the letter of the law seems to permit it. A seems most natural, but B seems like a valid reading also, so the choice is really between those two.

Someone who should know told me that the only readings of the bylaws that matter is the one that the board makes, and the one that the membership makes. So I'm asking you guys.

[shapenaji]

I think it's complicated. I'm not sure any of the options in the poll apply.

Even if you technically fulfill the conditions to continue to hold the position in that region:

How often could you expect to interact with constituents?
Do you feel as though you could still represent the regions needs?

I think I would consider "residency" to mean that you were available to those whom you represent.

[pwaldron]

The relevant section of the by-laws are

a) *snip* Regional Directors shall maintain their primary residence in the region they represent. Should a Regional Director move out of that region with more than six (6) months but less than twelve (12) months left in the term, that Director will be replaced by the Board with another full AGA member of more than one year’s membership who resides in the same region. If more than 12 months remained in the Director’s term, the Board shall direct Secretary to arrange for an election to fill the vacancy. If less than six months remains in the Director’s term, the position will be filled through the next scheduled general election.

I don't see much ambiguity here. Your primary residence is shifting to California, so I think you can't continue to serve in your current post. With the remaining term being more than six months but less than twelve, it looks like the Board should appoint a new director.

On a personal note I find this incredibly disappointing. Daniel has done a great job on the Board and has made some meaningful improvements in terms of transparency and publicity. Whether you manage to remain on the board or not, thank you so much for your service.

[msgreg]

TL;DR -> IMHO, Resign and the board can appoint you as interim director.

This is an interesting parliamentary issue.

If the number of Directors falls below seven, the remaining Directors shall elect replacement(s) within 30 days. The Board shall have the responsibility to appoint as quickly as practicable an interim director to fill vacancies caused by resignation, removal, or death.

There are two sections that mention interim director: the section above related to the power of the board to appoint in interim director in the case of resignation. And another:

Elections may be called to elect a replacement Director for the remainder of the term of the Director removed if there is more than 12 months remaining. If less than 12 months, the Board may appoint an interim Director until the next election.

This section specifically differentiates between replacement director and interim director.

Each region shall have two Directors on the Board, and there shall be at least one at-large Director (having no regional affiliation)...Regional representatives shall be elected only by Chapters within their regions.

This section implies that the regional directors are voted in by Chapters' vote. By inference, if you are not voted in by Chapters, then you are not a regional representative. I think the first clause is unambiguous only if held by itself. The second clause "Regional representatives shall be elected only by Chapters within their regions.", makes the first clause ambiguous. That is, there is no way for the board to appoint a regional director, even though it is very clear in other parts of the bylaws that the board is directed to appoint interim directors.

While it may have been the intent to treat vacancies due to moves and vacancies due to resignations and in a similar manner (I honestly do not know), it does seem that they are not treated the same in these bylaws.

That said, Robert's Rules is invoked in the context of the conduct of meetings ("Robert's Rules of Order shall govern the conduct of business.") but not NECESSARILY in all other aspects as a parliamentary procedure. (this should actually be corrected through a formal update in the bylaws).

Not only if we assume that Robert's Rules is the parliamentary authority, but also according to common parliamentary law, past practice provides a precedent action unless that practice is prohibited in the bylaws or other governing documents. And as you mentioned, both the Board of Directors and the membership have the power to interpret the bylaws. But in this case the Board of Directors is empowered by the membership to conduct the business of the organization between assemblies. So, while the survey of members you are conducting here may be informative, I do not believe it is controlling (and, really, how can it be without a formal vote?).

I find the discussion of policy and bylaws very interesting in part because I am a member of (United States-based) National Association of Parliamentarians. (Or is it the other way around? ) This is the organization that publishes Robert's Rules of Order. The purpose of the NAP is to study, teach, promote and disseminate the philosophy and principles of parliamentary procedure.

As an aside, I think the interpretation of the bylaws should be independent of how great a job you are doing. And based on my direct experience, THANK YOU for doing such a great job for the AGA and go in the United States.

[Joaz Banbeck]

All this requires is a little creative gerrymandering. We will just redefine the central region to include parts of California. ( And maybe Arizona, Nevada, Colorado, etc to maintain contiguity )

Kirchner is in Seattle, IIRC, and Burrall is in the SF Bay area. So if you are moving anywhere south of Burrall it should be easy.

What part of California are you moving to?

[vash3g]

I hope that due to bylaws you are able to continue on with the board. I have for a couple years said the AGA requires some youth in its decision making. Your improvements and transparency, like pwaldron said, have certainly become an improvement. I have noticed that throughout our dealings you keep a level head and listen to what people have to say before making decisions or finding their improvements.

That all being said, and me being too lazy to look it up in the bylaws, what is the residency requirement for next years elections for you being elected to the western region?

[daniel_the_smith]

Thank you all for the kind words!

I actually feel pretty much exactly like pwaldron, but other people on the board have readings like msgreg's, so this is a case of I'm-genuinely-curious and not I-hope-you'll-answer-X.

All this requires is a little creative gerrymandering. We will just redefine the central region to include parts of California. ( And maybe Arizona, Nevada, Colorado, etc to maintain contiguity )

Heh, actually those states are already central region, it's enormous...

I am in fact going to CA (you guys have guessed correctly), to the bay area.

[msgreg]

That all being said, and me being too lazy to look it up in the bylaws, what is the residency requirement for next years elections for you being elected to the western region?

The only reference to residency in the bylaws is quoted by pwaldron above

To remain eligible to serve as Directors, Directors must maintain their primary residences in the United States. Regional Directors shall maintain their primary residence in the region they represent.

Apparently this requires residency during the entirety of serving, which begins the first Tuesday after Labor Day. I don't see any requirement of residency during elections or nomination of Regional Directors (or other Directors, for that matter).

I hope this helps!!

[Joaz Banbeck]

I hope that due to bylaws you are able to continue on with the board. I have for a couple years said the AGA requires some youth in its decision making. Your improvements and transparency, like pwaldron said, have certainly become an improvement...

I agree halfway with Vash3g.

I don't care how old you are. Young people can make just as many bad decisions as older people. Indeed, they can make them faster because they have more energy.

But I really like the efforts toward transparency.

[Kirby]

Now I'm curious which company you're moving to! In any case, congratulations and good luck!

[daniel_the_smith]

The poll is lopsided but it could be sampling error with only 6 votes. I'm leaning towards just resigning, that still seems like the most obvious interpretation of the bylaws to me, although I do find msgreg's thoughts at least a little persuasive.

Kirby, it's probably your first guess, but I think I'd rather not say in public for now, anyway.

[Joaz Banbeck]

... I've recently accepted a job with a large well-known company in a Western region state...

...to the bay area...

[Silicon] Valley is home to many of the industry leaders in technology such as Google, Yahoo!, Facebook, Cisco, Apple, Oracle, Marvell, Intel, and Hewlett-Packard.

...
Kirby, it's probably your first guess...

Google?

[Kirby]

Google and Apple were about tied in my guesses, but given google's interview process, I think there's a slightly higher chance it's google.

Good job on your interviews.

[Marcus]

Congrats to you, Daniel! (Wherever you've landed ...)

[Joaz Banbeck]

So, Daniel, are you ever going to tell us where you are working?