Re: Next steps

From: Ian Jackson <ijackson(at)chiark(dot)greenend(dot)org(dot)uk>
To: spi-bylaws(at)lists(dot)spi-inc(dot)org
Subject: Re: Next steps
Date: 2003-12-16 21:57:37
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I'm going to make myself very unpopular now. The first thing I have
to do is apologise for coming now with comments of the nature you'll
read below. I ought to have said these things much earlier - or
rather, I ought to have paid enough attention to notice that no-one
else was saying them and that the process wouldn't address them.

I'd like to know your reaction to my views below. If you broadly
agree then I'm very willing to put in much of the necessary work. If
you don't then we can talk about it.

I've just read (most of) the current bylaws draft. I think the old
bylaws were a complete dog's breakfast, and I think many of you will
agree with me.

Skimreading the bylaws list archives, I can see that there has been
useful discussion about many of the important and difficult questions
- particularly, I'm glad to see discussion of, and concrete proposals
regarding, the big decisions. I'm also generally happy with the style
of changes that have been proposed, as far as they go.

However, I think the latest draft leaves a lot to be desired. To be
perfectly blunt, the document is still a mess - perhaps even more than
it was before ! The procedural problems may well be solved in the way
intended, but it's not clear at all from reading the text. The main
problem is that it is very badly organised, and it reads like
hacked-about boilerplate (which is what it is, of course).

I think that what is needed now is a rewrite from the ground up. Big
chunks like the purposes, and the weird legal stuff about US
charitable status, and smaller pieces, can be cut-and-pasted, but the
substance, which defines the roles and powers of the board, the
membership, etc., needs to be stated in a clear and sensible order.

While I was thinking about how to do this, and trying to read between
the lines to see what the bylaws draft currently says, I came up with
some questions:

* Why do we need an annual board meeting on a fixed date ? Is this a
legal requirement of some kind ? What exactly are those legal
requirements ?

* The new definition of meeting is certainly novel and exciting, but
it prompts some questions: aren't meetings supposed to have
minutes, and if so, what are the minutes of a potentially indefinite
email conversation ? What counts as one meeting and what as two
separate meetings ? etc.

* In general, when the bylaws state a requirement `such and such
shall', they should state what it means if the requirements are not
met. For example, it's clear what the implications of a lack of
board quorum are - any decisions apparently made by those present
aren't really authorised decisions of SPI. But, what happens if the
elections fail to be held on time ?

* What is the purpose of the offices of President and Vice President ?
Note that we have a Chairperson of the Board, who is always the same
as the President, but the two things are apparently different jobs.
Is there some special US legal status attached to the title
`Officer' ? If so, what is this special status (and who do we want
to give it to!)

* The proposed new board quorum arrangements are quite strange. Not
only are they complex, but they still leave open the possibility
that a board member who opposes a motion might do better to avoid
attending the meeting ! Why don't we just count absentees as half a
vote against, or something ?

* The section on Membership says that _all_ members have the right and
responsibility of overseeing the board, etc. This is not true.
Only contributing members are empowered.

Of course, a ground-up rewrite is going to take longer than edits to
fix the problems we mainly notice. What I'd suggest is that, as
we're going to try to split the changes up into chunks, we identify
which chunks are urgent.

The other chunks we can apply later as part of a restructuring.



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