Re: Proposed SPI Bylaws Amendment

From: Jimmy Kaplowitz <jimmy(at)debian(dot)org>
To: John Goerzen <jgoerzen(at)complete(dot)org>
Cc: spi-general(at)spi-inc(dot)org
Subject: Re: Proposed SPI Bylaws Amendment
Date: 2002-12-11 01:32:53
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On Tue, Dec 10, 2002 at 07:12:22PM -0600, John Goerzen wrote:
> * 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.

Hmm, I didn't notice that ... it's possible we could even make a
separate proposal to remove certain board members immediately upon
passage. However, it could easily be argued that the way in which
members oversee board members is by electing different people every year
in July (who knows when that will start happening...).

> * 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)

There is already some nebulous talk in the bylaws about removal
hearings, that isn't really very well spelled out. We could possibly
make a proposal to specify how those would work ... that probably
shouldn't be in this proposal now, because it could probably be done
without amending the bylaws, therefore requiring many, many fewer votes
to pass. (It could be as few as 41.)

> 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.

The bylaws, combined with a resolution of the board regarding
attendance, do specify some things, and also leave some things vague. As
for elections, you're right that the board has been extremely remiss in
not doing that.

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

What option do you endorse, then?

> 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. :-)

That's harder to do quickly. If my nomination to the board is accepted,
I plan to form a Bylaws Revision Committee or some such thing, so that
people can properly plan a revision to the bylaws, and take our time
doing so. Most things are fine with the bylaws, but some things
definitely need to be specified better: the quorum rules could get more
flexible/complicated, the meetings should not be indicated as happening
quarterly when they are happening monthly, and the basis in the bylaws
for the email voting mechanism needs to be solidified. That is the
proper fix, and it's too much to do right now.

And how is SPI's existence controversial within the OSS/FS community?
It's certainly providing a needed service (legal umbrella status), and
when it's back on its feet there are lots of other things it can be
doing as well.

- Jimmy Kaplowitz


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