My identification of problems w/bylaws

From: Jimmy Kaplowitz <jimmy(at)debian(dot)org>
To: spi-bylaws(at)lists(dot)spi-inc(dot)org
Subject: My identification of problems w/bylaws
Date: 2003-02-17 07:11:51
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OK, I'm going to try to stick to identification of problems, rather than
trying to come up with the proper solution, as John Goerzen originally
intended for this stage. I'm sorry I'm sending this after Taral made his
summary, but I'm sure he can integrate this without too much trouble.
(Let's hope!)

Article One

Point 3 seems to contradict the immutability of Articles One and Two,
since the name of the organization is specified in Article One of the
bylaws. By the way, where was this supposed immutability stated, and is
it a good thing? If it is not stated in the bylaws, but is supposed to
nevertheless be in force, that is also a problem.

Article Two

No problems noticed.

Article Three

I think this article is pretty clear that the status of contributing
members can be reviewed regularly by the membership committee.
Therefore, I don't see a problem with this portion. The board (or, under
current bylaws, the President, or in current circumstances the
Vice-President) can appoint people to a membership committee, which can
then set guidelines, including review rules. This portion of the bylaws
does not need to be modified in my opinion, except for any potential
clarifications or stylistic changes such as that proposed by David

Article Four

- The preciseness with which the date of the annual board meeting is
fixed might make for schedule inconveniences. We should consider
loosening this.

- It should be made clear that the frequency of board meetings may be
more frequent than quarterly if the Board so chooses.

- The quorum rules are not obviously problematic if board members can be
recalled if necessary by the membership. However, we might want to add
a provision allowing board members to go on leave and not count toward
quorum while on leave.

- Special meetings called by the membership should not need 30 days
advance notice; this provision makes sense if the board meets only
quarterly, but not with the current monthly meetings.

Article Five

- It is not clear whether Article Five quorum rules are supposed to
apply to votes such as the currently ongoing board member vote. If
they are, they conflict with the chosen voting method, Condorcet, at
least in theory, since Condorcet is not designed to have a quorum.
This needs to be resolved.

- Should ballots concerning election or removal of board members be
secret as well as those concerning officers? What about board member
votes about the same topics? What about general membership votes on
other topics?

- Cryptographically signed ballots are only useful if there is some
trust of the keys used to sign the ballots. For Debian developers
there is an easy solution (the Debian keyring), but what about other
SPI members?

- The secrecy of ballots for the election of officers is stated twice
for no good reason.

Article Six

This is needlessly limiting. However, I do agree some things need to be
required to be done at every meeting (such as approving the minutes of
the previous meeting, if not already done)

Article Seven

- We need to specify how the directors and officers are to be chosen;
namely, they must be elected by the membership. (Or should the
officers be chosen by the board from its own number?) We need to
specify the method of election as well. We also must specify the
method of transition from our upcoming partially elected board to a
fully elected board whose composition changes every July. I would
suggest that the different board seats be staggered such that only
some of them are up for election each year (rather like the United
States Senate), to provide continuity. (Oops, I suggested a solution
in the identification of problems phase. Whoops! :-)

- The third paragraph prevents email voting. The second sentence should
be removed; no further language is necessary to support email voting.

- The quorum rules and annual meeting rules are redundantly specified

- Rules need to be added to allow the membership to recall board
members. The relationship of this to the rule allowing the presence of
counsel needs to be examined; both for membership-based recalls and
board-internal removal hearings, this might prove to be quite
inconvenient (but possibly more fair than the alternative).

- The means of selection of the Secretary is specified, but not the
means of selection of any other officer.

Article Eight

- The President should not have unqualified permission to appoint
committees; his current permission to do that could theoretically
result in an abuse of power.

- All of the officers are authorized to sign checks and drafts, but two
of them (Secretary and Treasurer) seem to be required to sign them. I
seriously doubt Wichert and Branden are both signing checks. This
duty should probably be given only to the Treasurer, with the other
officers retaining their power (but no duty) to sign checks and

- Under what circumstances can an officer be removed from his/her post?
Does s/he cease to be a member of the board as well?

Article Nine

No problems noticed.

Article Ten

- It needs to be specified how members are to be appointed to
committees. Currently the President has the official power to do
that, but the only committee that has actual appointed members was
given those members by selection of the committee chairman and
ratification via resolution of the board.

- Charters are supposed to be put before the membership for review and
discussion, but this is not being done. Is this a necessary step? Does
it need to be in the bylaws? I have no answer to this right now.

- Charters are also supposed to "completely describe" the "structure"
and "membership policies," and "define" the "membership structure," of
the committees they create. These aren't done currently either. Same
questions as above.

- These should be reviewed. First of all, only very cursory descriptions
are given, and nothing resembling a charter. One of the committees has
been given a charter by the board, but not the other one. Also, given
that most of the hardware owned by SPI is Debian's, how will the
Administrative Committee interact with Debian's sysadmin team?

- The bylaws explicitly allow non-contributing members to serve on the
committee, but also allow the charter to set membership policies.
First of all, should non-contributing members have this right? Second
of all, some sort of qualification should be added to subordinate this
right to the charter of the particular committee in question.

Article Eleven

If the Board uses its prerogative to impose dues, it will be permitted
by this article but also in contradiction with its first clause. This
sentence can simply be clarified. (E.g., "No dues are required or
imposed by these bylaws, but the Board of Directors has the right to
impose membership dues and to set the amount at a later date if it is
deemed necessary.")

Article Twelve

The only problem: which members may vote on the bylaws? Right now it is
not clear whether non-contributing members can or cannot vote.


Do we want to list any other committees (e.g., Membership,
Administrative, or the other ones that currently exist officially,
namely Open Source and Project) here, along with their (currently
non-existent) memberships? Should we reserve one appendix for all
committees, and allow it to be updated in a similar fashion to Appendix

- Jimmy Kaplowitz

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