Re: Proposed SPI Bylaws Amendment

From: David Graham <cdlu(at)pkl(dot)net>
To: spi-general(at)spi-inc(dot)org
Subject: Re: Proposed SPI Bylaws Amendment
Date: 2002-12-15 22:03:05
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On Sat, 14 Dec 2002, Manoj Srivastava wrote:

> >>"Jimmy" == Jimmy Kaplowitz <jimmy(at)debian(dot)org> writes:
> Jimmy> On Sat, Dec 14, 2002 at 07:10:50PM -0500, Manoj Srivastava wrote:
> >> Hi,
> >>
> >> The presence of not fewer than four board members or not less than
> >> two-thirds of all board members (whichever is a smaller number) shall
> >> constitute a quorum and shall be necessary to conduct the business of
> >> this organization.
> >>
> >> Why 4?
> Jimmy> That is the number of current board members who regularly attend
> Jimmy> meetings. The number 4 would make it much easier to reach quorum than 5
> Jimmy> or any higher number, given the current board.
> And what hen the board grows? To be 20 strong? 50? a hundred?
> The by laws would still say 4 would be enough? That is what I meant
> by short sighted. Or shall we change the by laws every time we add a
> new member of the board? or the attendance patterns change? Like, if
> only one person regularly attends, we'll drop quorum to one?

The bylaws do not allow the board to grow to 20, 50, or 100 strong; there
is a hard limit of 12. If the board wants to grow to a point where a
quorum of 4 is a problem, it will need to change the by-laws anyway. This
measure _is_ a bandaid solution, but a necessary one to allow the board to
at least meet and get something done. If someone's life or circumstances
change, then by all means resign and let someone whose life hasn't changed
take on the role. Noone expects board members to perform miracles, just be
honest with themselves and the organisation about what they can and can
not do.

> Also, I posit that merely reducing quorum does not address the
> root cause, and we'll be back again in the same position.

The root cause is that the board is not subject to election as it is
supposed to be and there is, as a result, very little accountability over

> If your working model does not take into account the fact that
> peoples life change, temporarily, or longer term; we all have jobs,
> school, or families, people fall sick. Unless there is provision for
> this, the solution shall fail.

See above.

> Having a larger board is a solution; statistically, things
> would tend to even out. Changing the by laws to allow for critical
> business to be transacted buy the officers, and relegating the board
> to oversight would help too (why do all critical decisions need the
> boards approval? Most businesses are run by yhe officers, not the
> board). Changing the processes to allow for non unanimous decisions
> to be taken over email is another thing that can scale.

A larger board with a proportional quorum will have less luck than a small
one. If there are 20 board members, each member will feel their influence
matters less than it currently does and will be less inclined to come. The
more people involved, the lower the over-all rate of participation is
likely to fall.

> We have a problem. We need a solution that would continue to
> work over time, not just the current mess. We need to fix the
> disease, not just pander to the symptoms. This requires more effort
> in crafting the solution, but the payoff is higher as well.

So we will have a board election in July?

> Most of my objections are to quick changes, that are merely
> chewing gum and baling wire, as opposed to actually thinking the
> solutions through, and allowiung for potential future growth and the
> for the fact hat unlike a business, a volunteer organization can
> demand less from even board members.

I think a quick change is necessary right now, and I think Jimmy
Kapolwitz' solution is one that will work. If no bandaids are applied,
then future growth is a pipe dream. We have to fix the organisation today
to have it grow tomorrow.

David Graham

"A good plan today is better than a perfect plan tomorrow."
- George Patton
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