Re: Proposed SPI Bylaws Amendment

From: Martin Schulze <joey(at)infodrom(dot)org>
To: Jimmy Kaplowitz <jimmy(at)debian(dot)org>
Cc: spi-general(at)spi-inc(dot)org, board(at)spi-inc(dot)org
Subject: Re: Proposed SPI Bylaws Amendment
Date: 2002-12-11 16:04:22
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Jimmy Kaplowitz wrote:
> On Wed, Dec 11, 2002 at 09:50:22AM +0100, Martin Schulze wrote:
> > 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.
> There was a meeting, in accordance with resolution 2002-05-07.wta, which
> makes monthly meetings the first Tuesday of every month. That's the 3rd
> missed meeting. Then it was adjourned for a week, and again failed to
> meet quorum, which makes 4 missed meetings.

Hm. Granted, this makes it three consecutive meetings. I have to
admit that I haven't read resolution 2002-05-07.wta recently and my
feeling for a meeting is that an official needs to call for a meeting
and propose an agenda. However, it seems that this is just my feeling
and my practice but not backed up by the resolution.

However, I still disagree that there are four meetings failed. Nobody
officially adjourned the meeting outside of the people who were around
on the first Tuesday, hence, there was no adjourned meeting. You
can't expect people to forsee meetings etc.

Apart from that the meeting on October 1st also failed, but it I
called for a meeting on October 2nd to be helt on October 8th,
including an agenda. However, since the meeting from Oct 1st was
moved to Oct 8th, called properly, and that one failed, only one
meeting failed, not two.

Oh, that also means that even if I would accept that a meeting took
place on Dec 10th, it's still the same as on Dec 3rd and hence only
one instead of two meetings failed. Well...

> > 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.
> 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.

I disagree. 100% of the Board should be active, however, it should be
sufficient for 2/3 of the Board to attend the annual Board meeting to
meet the quorum.

> > 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.
> As soon as the board was operational again, I was planning to propose
> that a Bylaws Revision Committee be formed. There are several things

You can't change the By-Laws at will, whatever meets your current
vision best. This is just rubbish. The By-Laws instead should be as
stable and match as many situations as possible, to prevent the
Corporation from fraud or bad decisions by a small group.

> that need to be looked at. First of all, the basis in the bylaws for the
> email voting resolution is rather shaky (wiggy seemed to agree in #spi);

Please explain. The By-Laws talks about voting and meetings. Some
resolutions introduce monthly meetings and email voting in order to
make things easier and provide a better basis for continuesly work.

I fail to see why this requires a change of the By-Laws instead an
updated resolution.

> this could be solidified. Second, the bylaws need to be updated to
> indicate that the board now meets monthly and not quarterly. Third,

I also disagree. The By-Laws state that the Corporation has an annual
Board meeting on the 1st of July. They also state that the Board
meetings shall be helt quarter-yearly (hmm, it says quarterly, but I
guess that's a thinko).

I don't see a problem with a resolution that is more strict than the
By-Laws, which state the requirements of the Board, the Members and
the Corporation in relation with state, business and economical /
financial law. The Corporation-internal rules can always be more
strict than the By-Laws. Only the other way around, holding less
meetings than required in tye By-Laws would not be ok.

> 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.

As I said, you cannot change things at will to match your current



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


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