Proposed changes to bylaws, December 2021

\1  Article III<
    MEMBERS<

\2  Section  3.  Annual Meetings<

%%%%% Purpose: Specify AGM procedures in separate document

%%%%% Current text (December 2019)
Meetings of the members will be held
in conjunction with TUG conferences.  Such conferences will normally
be held annually; otherwise, an annual meeting of the members will be
held on the first Monday of August in each year if not a legal holiday
in the place where it is to be held, and, if a legal holiday, then on
the next day following which is not a legal holiday, beginning at
10:00 a.m.\ or at any other time designated in the notice of the meeting.
At each annual meeting, the members will transact such business as
may properly come before the meeting.  In the event of the failure
to hold said annual meeting at any time or for any cause, any and all
business which might have been transacted at such meeting may be transacted
at the next succeeding meeting, whether special or annual.

%%%%% Proposed replacement (December 2021)
Meetings of the members will be held in conjunction with TUG
conferences.  Such conferences will normally be held annually.  The
annual meeting of members will be announced and conducted according to
the TUG Annual General Meeting Procedures.


\2  Section  6.  Quorum<

%%%%% Purpose: Increase quorum to 100 (better representation of
%%%%% membership); give adjournment power to Board members present

%%%%% Current text (December 2019)
Fifty (50) members present in person, will
constitute a quorum at all meetings of the members.  If, however, such
quorum will not be present at any such meeting, the members entitled
to vote thereat will have power to adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a
quorum will be present.

%%%%% Proposed replacement (December 2021)
One hundred (100) members, present in person, will
constitute a quorum at all meetings of the members.  If, however, such
quorum is not present at any such meeting, a majority of Board Members
present thereat may call an adjournment of the meeting from time to
time, without notice other than announcement at the meeting, until a
quorum will be present.


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\1  Article IV<
    DIRECTORS<

\2  Section  3.  Composition<

%%%%% Purpose: Clarify that the President is a normal voting member
%%%%% of the Board

%%%%% Current text (December 2019)
The \BoD{} will consist of the TUG President, Elected Directors,
and Honorary Members.

%%%%% Proposed replacement (December 2021)
The \BoD{} will consist of the TUG President, Elected Directors,
and Honorary Members.  For purposes of voting, the TUG President
shall be considered a Director, without being included in the number
of directors specified in Section 2.


\2  Section  6.  Meetings<

%%%%% Purpose: Allow Internet conference facilities

The \BoD{} may hold meetings,
both regular and special, either within or outside the State of Rhode
Island.  The first meeting of each newly elected \BoD{}
will be held at such time and place as will be specified in a notice
delivered as hereinafter provided for special meetings of the \BoD,
or as will be specified in a written waiver signed by
all of the Directors.  Regular meetings of the \BoD{} may
be held without notice at such time and at such place as will from time
to time be determined by the \BoD{}.  Special meetings of
the \BoD{} may be called by the President on two days' notice
to each Director, either personally or by mail or by telegram.  Special
meetings will be called by the President in like manner and on like
notice on the written request of two Directors.

%%%%% Current text (December 2019)
Meetings of the Directors
may be held by means of a telephone conference circuit and connection
to such circuit will constitute presence at such meeting.

%%%%% Proposed replacement (December 2021)
[...]
Meetings of the Directors
may be held by means of a telephone conference circuit or network
conference facility and connection to such circuit or conference
facility will constitute presence at such meeting.


\2  Section 9.  Directors' Consent Vote<

%%%%% Purpose: Streamline the voting procedure to allow rapid
%%%%% determination by allowing voting as well as discussion in the
%%%%% two-week period after a motion has been seconded; allow the
%%%%% Secretary to extend voting period for relevant holidays

Any action required or permitted to be taken at a meeting of the \BoD{}
or of any committee thereof may be taken without a meeting by instead
taking a vote by electronic mail, according to the following procedure.
Any Board member may submit a motion.  Any other Board member may second
the motion.  Amendments to the motion are allowed, but not
amendments to amendments.

%%%%% Current text (December 2019)
From the point that the motion on the floor
has been seconded, there shall be a one-week period of discussion
regarding the motion.  At the close of the discussion period, voting
shall begin, for a period not to exceed one week.  As soon as the number
of like votes exceeds fifty (50\%) percent of Board members, the vote shall
be declared complete.  If no majority is reached by the end of one week,
and by the end of this period fewer than fifty (50\%) percent of Board
members have voted, the motion fails; if the fifty (50\%) percent
requirement is met, a motion shall pass when two-thirds (2/3) of votes
cast are in the affirmative.

%%%%% Proposed replacement (December 2021)
From the point that the motion on the floor
has been seconded, there shall be a two-week period of discussion
and voting regarding the motion.  The Secretary may extend this
period by an appropriate amount if it includes a holiday observed
by Board members.

A Board member may choose, at his or her discretion, to cast their
vote, irrevocably, at any time after the motion has been seconded.
He or she may do so by sending electronic mail to the entire Board so
stating. In the event of multiple electronic mail messages being sent,
the earliest sent, as established by timestamps, shall be the one
counted.  However, if an amendment to the motion is made, any votes
already cast are nullified.

As soon as the number of like votes exceeds fifty (50\%) percent of
the number of current Board members, the vote shall be declared
complete.  If no majority is reached by the end of two weeks, and by
the end of this period fewer than fifty (50\%) percent of current
Board members have voted, the motion fails; if the fifty (50\%)
percent requirement is met, a motion shall pass when two-thirds (2/3)
of votes cast are in the affirmative.


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