Re: Proposed SPI Bylaws Amendment

From: Theodore Ts'o <tytso(at)mit(dot)edu>
To: Manoj Srivastava <srivasta(at)acm(dot)org>
Cc: Jimmy Kaplowitz <jimmy(at)debian(dot)org>, spi-general(at)spi-inc(dot)org, secretary(at)spi-inc(dot)org, board(at)spi-inc(dot)org
Subject: Re: Proposed SPI Bylaws Amendment
Date: 2002-12-16 14:53:09
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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.
> May I ask how we reached the number 4? If we do not want a
> rough consensus, and if getting work done is more important than
> getting input from a reasonable majority of the board, shouldn't a
> quorum requirement of the one, or the people present, allow us to
> just swim thorough the agenda and gets loads accomplished? Isn't the
> idea that we have a board to provide a wide talent set to add value
> to the decision making process?
> Why 4?
> Why can't new board members not be appointed by email?

As I think someone has already pointed out, the number of new board
members is constrained by the bylaws, and it's not clear that
increasing the number of board members past 12 will necessarily result
in an effective board. In fact, my experience with boards is that 12
is already a bit on the unwieldy side, and that boards at that size
generaly need to have an executive committee where the real work
happens, and the normal board merely acts as a rubber stamp.

So the bottom line is that there appears to be a situation where many
of the board members are neglecting their duties, and have apparently
been refusing to step down, thus forcing this particular crisis.
There are a number of solutions, roughly in the order of desireability
(in my humble opinion, at least):

(1) Board members could start attending meetings regularly, fulfilling
the expectations of the membership of a board more active than its
present level of commitment. (It may be that there is a disconnect
between what is expected by the membership and what board members
expected when they signed on, although at least showing up to
meetings, or explaining why they can't make meetings, would seem to me
to a bare minimum of what should be expected.)

(2) Board members who can not meet these obligations should resign,
and make way for those who can.

(3) The membership could start circulating a petition that specific
board members take up their responsibilities and resign, and post the
result of such a petition at various public mailing lists, for public
shame value (i.e., debian-devel for those that are involved in the
debian project, etc.)

(4) The bylaws could be modified to allow the membership to recall
board members for mis-, mal-, or non-feasance, so that new board
members could be appointed.

(5) The bylaws could be modified to automatically make inactive board
members who miss more than some number of consecutive board meetings.
Said board members would then no longer count towards a quorum.

(6) The bylaws could be modified to change the number of board members.

(7) The bylaws could be modified to change the quorum requirement.

So while I did second the proposal to adjust the quorum requirement,
there a number of other solutions which I believe are superior to that
proposed solution. The reason why I seconded it is because at least
someone cared enough to formally draft a proposal as first steps
towards solving the current conundrum, and I thought that deserved

- Ted


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