Re: Proposed SPI Bylaws Amendment

From: Jimmy Kaplowitz <jimmy(at)debian(dot)org>
To: Martin Schulze <joey(at)infodrom(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 17:08:52
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On Wed, Dec 11, 2002 at 05:04:22PM +0100, Martin Schulze wrote:
> 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.

I don't know what this means. The official adjournment happened at the
meeting. So it was officially adjourned. The lack of a notice to the
board(at)spi-inc(dot)org address is a problem, but then again all such notices
are really wiggy's responsibility as Secretary (this is stated in the
bylaws), and his failure to perform the duties of his office do not
change the fact that the meeting was adjourned. Maybe it cannot be
forseen by the people who were absent, and so maybe they should not be
marked as absent in the attendance policy (though actually they should,
since this situation is not excepted in the policy), but the fact
remains that the board met and failed to reach a quorum.

> 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...

You are right that it was one logical meeting, that was adjourned and
then resumed. However, it was two actual meetings, by which I mean that
board members assembled in one (virtual) location at the same time on
two different occasions. Each time, a quorum was separately sought, and
both times it separately failed to be attained. That is the sense in
which there were two meetings in December to which I was referring. I
agree it is ambiguous what I meant, but I still maintain that my reading
is a valid one.

> > > 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.

Of course. I was stating an ideal worst-case scenario, not the best-case

> 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.

I know. The Bylaws, however, do not currently match all situations. For
example, our current situation (where half of the board is inactive) is
rather tricky under our current Bylaws, as we're all finding out. There
are other things that could be improved (the thread discussing this
proposal on spi-general has several suggestions) as well. The Bylaws
aren't really decided on by the membership as things stand, though they
should be; they were decided on by the few founders of SPI. Anyway, the
Bylaws Revision Committee would do something similar to a Charter
Revision Committee in my home town of New York City; it would propose a
a bylaws amendment to the membership, like this one except that it would
result from long deliberation and discussion with membership and board
members, as well as our lawyer. The committee would disband when it is
done with its work; the idea is not to change them at will, but to
improve them once and then hopefully not have to worry about them again.

> > 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.

Article 7 says that the "Board of Directors shall only act in the name
of the organization when it shall be regularly convened by its chairman
after due notice to all the directors of [a] meeting." Despite
indications to this effect in the email voting resolution, it's doubtful
to me that a non-real-time interaction such as email voting can count as
a meeting. First of all, the agenda for all meetings is specified in
article 6 of the bylaws, and I don't think that email voting follows
that. Second, who convenes email voting meetings? Third, where are the
minutes for these meetings, including saying who voted for what? I think
it's clear that they are different enough from regular meetings that
they shouldn't just count as such.

Note I do like the idea of email voting; the Bylaws just need to be
revised to provide a firm basis for it.

> meetings shall be helt quarter-yearly (hmm, it says quarterly, but I
> guess that's a thinko).

No, quarterly in English usually means quarter-yearly.

> 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.

On the other hand, if someone looks at the bylaws to find out when the
board meets, they might not realize that there is a more strict
governing resolution. In any case, I think it's better to require the
board to meet monthly, though one might permit resolutions to be made on
an as-need basis to skip or reschedule individual meetings (e.g., for
the holiday season).

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

See my clarification of my idea for the committee above.

- Jimmy Kaplowitz


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