Re: Proposed SPI Bylaws Amendment

From: John Goerzen <jgoerzen(at)complete(dot)org>
To: Jimmy Kaplowitz <jimmy(at)debian(dot)org>
Cc: Martin Schulze <joey(at)infodrom(dot)org>, spi-general(at)spi-inc(dot)org
Subject: Re: Proposed SPI Bylaws Amendment
Date: 2002-12-11 13:38:40
Message-ID: 20021211133840.GB17331@christoph
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On Wed, Dec 11, 2002 at 04:20:30AM -0500, Jimmy Kaplowitz wrote:
> I'd agree 2/3 of the board should be active. I also agree that when the
> group of active board members is too small, bad things can happen.

What if all of the members are active, but four of them manage to call a
meeting at a time when the others couldn't attend? They could conceivably
act to remove all the others, or something else nefarious.

Note that I'm not implying that any of our current members, or any current
candidates, would do this -- just that this is a possibility opened up by
your proposal. With the current quorum requirements, it is significantly
more difficult. Checks and balances.

> there are probably other clarifications that can be made. And also, if
> we manage to select a board that can consistently have 2/3 of its
> members attend meetings, I'd certainly agree this amendment (if enacted)
> should then be repealed or modified.

What about the other options I mentioned, such as enabling the membership to
recall board members? This would fix both the instant problem as well as
any future like problems, without reducing the powers of democracy or other
negative side-effects. Nobody has yet pointed out any serious problem with
this idea (perhaps there are; I haven't seen any), and to me it seems better
than your proposal.

> But, until that point, I think we need it, mainly to jumpstart things
> and allow the board to modify its membership. After all, it's unlikely

> So, please consider seconding and supporting this proposal, realizing
> that as soon as it is no longer needed I would agree it is fine to
> repeal or modify it to increase quorum again. (Though, we should provide
> some provision for situations like the current one, in case they recur.)

I dislike the notion that we would have to modify the bylaws each time we
get into this problem, or to put "special-case code" into there to deal with
this. The bylaws should be strong enough on their own merit to deal with
this in the overall umbrella of the good functioning of SPI. And if they
are not, then they should be amended to fix the general case, rather than
the specific one.

What I'm saying is this: if we have a situation in which a board member
needs to be recalled, let's fix this for all situations, rather than this
one narrow one. Allowing a suitable supermajority of contributing members
issue a recall order seems like a good fix to me.

> In particular, if the board manages to fix itself without this proposal,
> I would be quite happy to withdraw it before passage.

Good. Even if they do, I still think that the election and recall
procedures ought to be spelled out more clearly.

-- John


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