Re: Proposed SPI Bylaws Amendment

From: Martin Schulze <joey(at)infodrom(dot)org>
To: spi-general(at)spi-inc(dot)org, secretary(at)spi-inc(dot)org, board(at)spi-inc(dot)org
Subject: Re: Proposed SPI Bylaws Amendment
Date: 2002-12-11 08:50:22
Message-ID: 20021211085022.GM3045@finlandia.infodrom.north.de
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Jimmy Kaplowitz wrote:
> WHEREAS the SPI Board has been ineffectual due to four consecutive
> failures to make quorum at meetings;

I cannot second this, since only two consecutive meetings failed:

* [05 Nov 2002] [1]Board meeting
* [08 Oct 2002] [2]Board meeting

Nobody called for a meeting in December. Hence, there was no official
meeting. The cronjob from Drew Streib is nothing more than it says:
a reminder. It doesn't call a meeting, it only reminds the board that
there may be a meeting.

> WHEREAS it is essential that SPI has a functioning board, so that the
> Corporation can properly function;

Ack.

> WHEREAS it is within the authority of the contributing membership to
> amend the bylaws by an affirmative vote of 2/3 of its number;

Ack.

> THE CONTRIBUTING MEMBERSHIP OF SOFTWARE IN THE PUBLIC INTEREST, INC.,
> HAVING OBTAINED THE AFFIRMATIVE VOTE OF 2/3 OF ITS NUMBER, DOES HEREBY
> AMEND THE BYLAWS OF THE CORPORATION AS FOLLOWS:

Do you really need to shout?

> The following sentence in ARTICLE FOUR is hereby deleted:
>
> "The presence of not less than two-thirds of the board members shall
> constitute a quorum and shall be necessary to conduct the business of
> this organization, but a lesser number may adjourn the meeting for a
> period of not more than two weeks from the date scheduled by these
> bylaws and the Secretary shall cause a notice of this scheduled meeting
> to be sent to all those who were not present at the meeting originally
> called."
>
> In its place are inserted the following two sentences:
>
> "The presence of not fewer than four board members or not less than
> two-thirds of all board members (whichever is a smaller number) shall
> constitute a quorum and shall be necessary to conduct the business of
> this organization. A lesser number may adjourn the meeting for a period
> of not more than two weeks from the date scheduled by these bylaws, and
> the Secretary shall cause a notice of this scheduled meeting to be sent
> to all those who were not present at the meeting originally called."

I'd like to object. Requiring the quorum of 2/3 of all Board members
for the annual Board meeting ensures that no small group can steer
the Corporation into a direction only four people like to and which
could potentially harm the Corporation. 2/3 sounds to me like a
good amount of the Board which should be active anyway.

Even though, this may be counter-productive in the current situation
in which max. 4 Board members seem to be active but not functioning
properly, I do feel that this change will hurt in the long term and
hence object.

I'm sorry.

Regards,

Joey

--
Given enough thrust pigs will fly, but it's not necessarily a good idea.

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