Re: SPI Bylaws Amendment - Removal by Membership

From: Theodore Ts'o <tytso(at)mit(dot)edu>
To: John Goerzen <jgoerzen(at)complete(dot)org>
Cc: spi-general(at)spi-inc(dot)org
Subject: Re: SPI Bylaws Amendment - Removal by Membership
Date: 2002-12-12 14:54:00
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On Thu, Dec 12, 2002 at 08:21:53AM -0600, John Goerzen wrote:
> I would be amenable to that, though I personally don't want to draft it.
> The recent discussion shows that there is some disagreement about just what
> constitutes a board meeting, so I'd rather have someone more familiar with
> that issue draft such an amendment. I wonder if the threshold should be a
> little higher (last four meetings) or based on something else (half of the
> meetings in the last six months)?

Actually, what constitutes a board meeting is relatively well defined,
in Article four of the bylaws. The problem is that what's there
doesn't seem to match with the current practice, and appears to have
been modified by a board resolution which calls for regular monthly

In contrast, the bylaws state that board meetings shall be held
quarterly, and "special meetings" can be called by the president or
two members of the board. So are the meetings called for board
resolution 2002-05-07.wta (regular meeting schedule) to be considered
"special meetings? Given the vote of 5-0-2, presumably this would
meet the test of being called for by the president or two members of
the board. However, the call for special meeting requires that notice
be given to all members not less than two weeks but not more than 30
days, and that the reasons for the meeting and the business to be
conducted should be stated.

If instead the regular meetings are to be considered normal meetings,
then that would imply that a mere board resolution is allowed to have
precedence over the bylaws, which very clearly state that regular
board meetings are to be held quarterly (and not "at least

So at the very least, it would seem to me that while monthly board
meetings (which I do believe is a very good thing), it's not at all
clear that the board resolution of 2002-05-07.wta was actually in
order. It would have been much better to have done that as a bylaws
admendment, rather than as a board resolution.

In the future, I believe the bylaws ought to be clarified concerning
this point, as well as explicitly spelling out what happens in case of
a failure to meet quorum, and where notifications are supposed to go.
A more preferable approach might be to remove most of the details
about the scheduling of board meetings from the bylaws entirely, and
let that all be encapsulated in a board resolution. This has the
advantage of granting more flexibility, which is probably a good thing
assuming a functioning board.

That being said, though, to handle the case where the board is not
functioning, we probably do need a minimum set of controls to make it
easy to fix things should this happen again.

> I might also throw out there something to consider for such a clause: do we
> count both "absent" and "absent with regrets"? For instance, if someone
> takes a three-month holiday out of the country for summer, and notifies the
> secretary, they could be considered absent with regrets and not really
> inactive. On the other hand, a mostly inactive person that wishes to hold
> on to his seat could just be perpetually absent with regrets. I'm not sure
> what the right answer to this is.

Yes, there are many ways that this could be done. One formulation
that had crossed my mind earlier was to say, "two consecutive absence
without prior notification", and "four consecutive absences with
regrets". I thought though that it might be too complicated, and I
figured that it wasn't necessary if removal was not automatic, but
further required a vote of the board and/or the contributing

Presumably, if a board member had adequte explanations for his
absences (such as summer holiday where a spouse had enforced a
cold-turkey abstinence from the Net, for example :-), presumably this
could be broadcast to the board or the general membership, and the
proposal to remove would either not be brought up at all, or the vote
to remove would fail. Hence, I decided the extra complication wasn't
necessary, and proposed instead "three conseuctive absences".

Thoughts, comments?

- Ted

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