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 17:40:31
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Jimmy Kaplowitz wrote:
> 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,

I disagree. As I said, you can't expect Board members to forsee a
meeting if nobody informs them that a meeting is going to happen. As
you stated yourself, the meeting should take place on the first
Tuesday, not on the second. Hence, if nobody tells a Board member
that there is a meeting in time (i.e. *before*) the meeting which was
adjourned, you can't expect him to know about it.

We are no visionaries.

> 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.

Yeah, but since he does not act properly as Secretary - and refuses
to free that position - this doesn't work. Hence, either somebody
steps forward and shows action or nothing will happen.

> > 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.

And I still disagree. Especially with looking at Resolution (Board Meeting Attendance Policy) and fairplay - even
for those who fail to act accordingly.

> > 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

So fix it in general but don't play with it.

> > > 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.

I don't see a problem with email voting. Email voting doesn't need to
count as "meeting" as long as there are regular meetings. It does
mean, however, that we can't remove IRC meetings and move to email
only. That, however, is also no problem if email voting would be the
preferred method and there would still be monthly or quarter-yearly
real-time meetings on which only few decisions will be made.

By the way, article 7 says:

The Board of Directors shall have the control and management of the
affairs and business of this organization. Such 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 such meeting.

When I read this, the Resolution 2002-05-07.wta (Regular meeting
schedule) doesn't match the By-Laws since the resolution doesn't
mention that the chairman needs to convene a meeting with due notice.

> > 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.

See, why I need an assistant? :)
Oh well, since I'm not vp anymore, I don't need him anymore...

> 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

So what? There are still quarterly meetings. It's not that important
that the Board is overzealous and maintains two more meetings between
two of them.



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

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