Re: Proposed SPI Bylaws Amendment

From: John Goerzen <jgoerzen(at)complete(dot)org>
To: Jimmy Kaplowitz <jimmy(at)debian(dot)org>
Cc: spi-general(at)spi-inc(dot)org
Subject: Re: Proposed SPI Bylaws Amendment
Date: 2002-12-11 01:12:22
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On Tue, Dec 10, 2002 at 05:01:18PM -0500, Jimmy Kaplowitz wrote:
> How would you remedy this? The board can't remove people at meetings

There are many options, and while it is not incumbent upon me to produce one
in order for my argument against your proposal to be valid, here are some
options for you and others to entertain:

* Propose an amendment to the bylaws providing for a removal of a board
member by a suitable majority of the contributing members. One might argue
that this power is already laid out ("Members have the right and
responsibility of overseeing the board members"), but making it explicit
could get to your goal.

* Propose a more restrictive amendment allowing the lower quorum only for a
very restrictive set of actions (removing a board member that has been
absent x meetings in the last y months or something)

The bylaws are vague about exactly how board members (and officers) are
elected and how they are removed. It seems to me that we are generally
operating by precedent right now, though I lack the historical knowledge to
verify that assumption. You could correct this.

Please note that the mentioning of these options above does not necessarily
constitute endorsement of them.

> without a quorum, and the only provision for voting via email allows any
> board member to veto the resolution. Also, the board has not acted on
> any of 4 or 5 nominations for new board members that have been received
> by it.

You could also propose an amendment to alter any of these items.

> Those things are more controversial, so I left them out of this
> proposal. This is sort of a band-aid, but it is a necessary one; it will

Aye, but the fact that something is controversial does not mean that it is
not worth doing. The very existance of SPI is controversial, both within
our own (Free Software / Open Source) community and at large (Free Software
vs. BSA, etc.) Let's not propose half-fixes for something that is broken.
If we're going to fix it, let's fix it RIGHT.

Rather than applying masking tape over the hole in the leaky bucket, use the
welder and fix it permanently. :-)

I fear that concentrating more power in the hands of a few (remember, the
current members of the board may not be so in years to come) is a dangerous
thing and should be undertaken only with due caution. Plus, it doesn't even
fix the problem at hand.

> members. So, this is the only way to fix the composition of the board.

You could even time-limit your proposal -- allow a quorum of 4 until the end
of January 2003, for instance.

> (Also, some board members are working behind the scenes to get the
> current board to act despite its largely inactive membership; but it's
> better to proceed on multiple fronts at once, so that something will
> happen.)


John Goerzen <jgoerzen(at)complete(dot)org>


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