Stepping down as Vice President of SPI

From: Martin Schulze <joey(at)infodrom(dot)org>
To: SPI Board of Directors <board(at)spi-inc(dot)org>
Cc: General SPI List <spi-general(at)lists(dot)spi-inc(dot)org>
Subject: Stepping down as Vice President of SPI
Date: 2002-11-24 22:00:18
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I hereby step down as vice president of Software in the Public
Interest, Inc. I have announced the intention to step more than two
weeks ago, and I also asked for help about a week later with no
responses. Both mails are attached below.

After the first letter containing my idea to rescue SPI, nothing
noteworthy has happened, except that the active part of SPI agreed
with me and that I asked for volunteers for the Board and announced
that two last Board meetings failed. It needs to be noted, however,
that from the three people I asked to step down only Nils replied to
the mail and confirmed his former intention to resign. Neither
Wichert nor Ian considered the mail or situation important enough to
say a word at least.

Nils Lohner told the Board half a year ago that he will be absent for
half a year. Once he was back, he let us know that he intends to
resign since his new work environment did not leave enough room for
SPI and he would not be able to act a Board member accordingly.

In our current situation, with the currently assembled Board of
Directors, with too many too busy Board members who are permanently
not able to attend IRC Board meetings, join discussions and votes via
mail and - from my perspective - a non-functioning Secretary with too
many pending issues and problems writing and correcting minutes etc.,
I don't see a chance for SPI to work as our members and affiliated
projects deserve.

I believe that the Board requires a large change and that these
members need to free their position so new people with more time and
enthusiasm can join the Board and work on behalf of SPI.

Staying on the Board and trying to keep the business up would only be
a big lie for me that costs life time and energie and causes too much
grief and frustration for me.

Hence, I'm stepping down resigned.

I hope that my call for nominations and applications will result in
good and confident new people who will eventually be added to the
Board to lead the Corporation.



On November 9th I wrote:

The problem:

Too many board members are too busy to attend monthly board
meetings, write or correct minutes, discuss issues via mail and vote
upon resolutions and minutes.

The outcome:

. Both past board meetings failed to meet the quorum.
. Discussions are pending on the board list
. Resolutions are not voted upon and SPI fails to approve or disapprove

Basically: SPI is unable to act accordingly.

The exception:

SPI has a functioning treasurer these days, so our problems may not
be that bad in the end.

Board Meeting Attendance Policy

Resolution ``Board Meeting Attendance Policy'' says
that the viablity and sustentation of Software in the Public
Interest, Inc., is to a large degree dependent upon attentive and
active board members and corporate officers. Further it says:

8. Any Board member who accrues two or more consecutive absences
(i.e. is marked "absent" in the meeting minutes) or four total
absences within the accounting period can be subjected to a
motion of removal from the Board of Directors. This motion may
be made by any Board member present at the meeting. All Board
members are eligible to vote, and a simple majority is required
to pass the motion.

9. If the motion for removal passes, the Board member will be
expected to transfer any materials relating to his or her
position to the President or President's designee. If the Board
member is an officer, a resolution appointing a new person to
the position should be passed as soon as possible.

Board Meeting Time

It has been demonstrated several times by several different people
that Board meetings during the week don't work out as expected.
They take place in the middle of business hours for some people and
due to their own job constraints and/or bosses they can't attend the
meetings as expected.

For me this means that it doesn't work to hold Board meetings in the
middle of the week. Hence, I propose to move the Board meetings to
weekends. This also requires acknowledgements from future Board
members that they can make it on weekends. If they can't, they
should not be voting Board members, but can, of course, continue to
stay as advisors, who act via mail most of the time.

The Rescue Plan

I believe that the current situation is completely unacceptable and
asks for a drastic change in the SPI board.

Additionally, our affiliated projects deserve a working SPI Board of
Directors. For example, OFTC voted upon staying as SPI project with
100% pro.

Therefore I am making the following two proposals:

* First choice:

>> Ian Jackson, Wichert Akkerman and Nils Lohner will resign.
>> In addition to this an Assistent to the President will be added.
>> Board meetings will also be scheduled to take place at weekends
>> and the main focus on discussions and votes will be per mail
>> and not on IRC meetings as it is currently.

I'd be glad if Ian, Wichert and Nils would stay as advisors to the Board.

All three of them have shown in the past that they are able to
give valuable input to various issues. However, all three have
also shown that they are too busy to work on the tasks they signed
up once. Hence, they should resign and let less busy people to
the work instead.

When this is done, a new secretary needs to be appointed.
However, since a lot of help is required (see below), an assistant
to the president is required as well. This could be the same
person, but it may be good to split the work among two or more
people, who can afford to work on certain parts.

* Second choice:

>> I will resign and let SPI rescue itself.

Since Nils already admitted that he can't act as president
anymore, this would leave SPI in a probably bad situation.

New Board Members

The outcome of either choices from above requires that a new Board
of Directors will be formed.

Article 7 of the by-laws say:

The business of this organization shall be managed by a Board of
Directors consisting of eight to 12 members, four of whom shall be
the officers of this organization.

Vacancies in the Board of Directors shall be filled by a vote of
the majority of the remaining members of the Board of Directors
for the balance of the year.

The President of the organization by virtue of the office shall be
Chairperson of the Board of Directors. The Board of Directors
shall select from one of their number a Secretary.

I'd like to propose the remaining board to contact our affiliated
projects and the spi-general list and ask for people who would like
to work on the SPI Board of Directors. Both nominations and
suggestions necessarily speak up should be taken into account.

I'd also like to propose that the secretary is not simply chosen
from the new board, but selected independently. The secretary
(and/or assistant) needs to do other work that require being able to
work on it continuesly. Good english speaking and writing skills
are mandatory.

The same applies to the treasurer position, however, I would like to
ask the new SPI board to ask Branden Robinson to continue his work
as treasurer. Additionally, the treasurer needs to be a U.S. citizen.

I'd also like to ask for 12 people in the board, and a number of
advisors. The larger the board, the less crucial is the lack of
some people in meetings and votes.

Extending the Board of Directors

I'd also like to ask the future Board to accept one advisor to the
Board from each affiliated projects. This has been the practice
with Debian, Gnome and, but not with the remaining
four projects.

Appointments should be made similar as described in resolution, i.e. create an advisor position, then ask the
affiliated project to elect or name an advisor who will be added to
the SPI board.

In case one member of an affiliated project is a regular board
officer, this person must not be an advisor from this particular
project as well. However, the project may elect a new advisor.

Work for the Secretary and/org Assistant to the President

Article 8 of the by-laws say:

The Secretary shall keep the minutes and records of the
organization in appropriate books, file any certificate required
by any statute, federal or state, give and serve all notices to
members of the organization, be the official custodian of the
records and seal of the organization, be one of the officers
required to sign the checks and drafts of the organization,
present to the membership at any meetings any communication
addressed to the Secretary of the organization, submit to the
Board of Directors any communications which shall be addressed to
the Secretary of the organization, attend to all correspondence of
the organization and exercise all duties incident to the office of

In addition to this I'd like to list tasks that the Secretary or an
Assitant (I guess that it's better to split the work to at least two
people) to the President or both need to fulfil in order to revive

The tasks include but are not limited to:

. Writing minutes from board meetings and general meetings
. Monitor + merge corrections, additions, comments etc. to those
. Monitor votings on resolutions and minutes via mail
. Watch, prepare/propose, correct, help with, monitor
etc. upcoming resolutions
. Monitor meeting minutes and see which jobs still need to be done
. Remind people who agreed to work on a particular issue to work
on it accordingly
. Monitor discussions, so they leed to something, probably a resolution
. Remind Board members to vote on a subject if they did not vote
on a particular resolution or minutes yet
. Simplify difficult (or large) postings so people with less
english skills are able to understand them and vote upon them,
even if they disagree with the content (they may vote NO in that
case, though)
. Watch or work on forgotton tasks
. Work or discuss with third parties who have sent in requests for
. Work together with third parties in order to accomplish certain
tasks (internet domain name registrars, for example)
. Doing research on certain topics that require more input
. Present research results to the board so people understand them
. Check whether meetings, resolutions and votes are done in
accordance to the by-laws and coi and other potential official
. Prepare an agenda for Board meetings together with the (vice)
. Preparing amandments to current official documents and
. Do or help with our official paperwork. I believe that the
state of our incorporation etc. requires some paperwork, which
not only the treasurer should be burried under.

On November 16th I wrote:


I'm lost here. A couple of the Board members asked me not to resign.
Thanks for the confidence you put in me, but I have some problems with
this. Of the three people I asked to resign, only Nils answered and
agreed. It should be noted that Nils already stated his wish to
resign beforehand, due to his own anticipated time constraints.
Neither Wichert nor Ian even raised a word.

I don't see how SPI can work properly without a functioning Secretary
and Board members who are too busy to make it even to the meetings.
If those people wish to work on SPI matters and if their input is
valuable, they should rather act as formal advisor, so SPI doesn't
suffer from their overload but can benefit from their input.

Without Wichert and Ian resign, there is another way to "solve" this
problem. Article seven of the by-laws says:

A director may be removed when sufficient cause exists for such
removal. The Board of Directors may entertain charges against any
director. A director may be represented by counsel upon any removal
hearing. The Board of Directors shall adopt such rules as it may in
its discretion consider necessary for the best interests of the
organization, for this hearing.

This seems to me that it's rather difficult to get rid of Board
members, especially since mail votes are anticipated to fail (since
that person can vote NO and the resolution to remove the person from
the Board fails), and meetings doen't seem to take place currently.

So to the interested audience: How would you like to proceed to get
SPI out of this desaster?

The only stupid question is the unasked one.

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