Re: #01: Election of board members by SPI membership

From: David Graham <cdlu(at)pkl(dot)net>
To: Nathanael Nerode <neroden(at)twcny(dot)rr(dot)com>
Cc: spi-bylaws(at)lists(dot)spi-inc(dot)org
Subject: Re: #01: Election of board members by SPI membership
Date: 2003-03-12 05:09:29
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On Tue, 11 Mar 2003, Nathanael Nerode wrote:
> I'm opposed to staggered elections; they have a tendency to prevent 'renewal'
> of the sort which is happening right now, when the old board isn't working.

I agree.

> I think this issue breaks down into several pieces:
> * Staggered elections or not?
> * How long do board members serve for, before re-election?
> One year sounds good to me. Longer (2 years? 5 years?) is fine if there are
> good recall, resignation, and by-election (aka special election) procedures.

I think depending on resignations and recalls should not be the
cornerstone of SPI's corporate by-laws. One year is a reasonable amount of
time for an election period, and there need not be any limit on the number
of terms one person can serve on the board.

> * How do officers relate to the board?
> I think either the 'parliamentary' system (board chooses officers) or the
> 'presidential' system (officers are separately elected) would be fine; both
> have their advantages.

A practical but less democractic option occured to me a few minutes ago
for the selection of officers. It resembles the US presidential system
somewhat, but here it is anyway:

The electorate elects 8 board members, the first place of which becomes
the President. The President then _appoints_ the VP, Treasurer, and
Secretary from among the board, but is allowed also to appoint non-board
members, with each and every appointment being subject to board approval.
The 4 remaining seats on the board (if we choose to retain the 8-12 limit,
which I'm in agreement with) would be available for the President to fill
with his board-approved officers, if need be. This gives the President
more sweeping powers than are exercised currently, but are consistent with
the powers provided the President in the current by-laws, namely that the
President shall have all powers associated with a CEO:

"The President shall preside at all membership meetings, by virtue of
the office be Chairperson of the Board of Directors, present at each
annual meeting of the organization an annual report of the work of the
organization, appoint all committees, temporary or permanent, see that
all books, reports and certificates as required by law are properly
kept or filed, be one of the officers who may sign the checks or drafts
of the organization, and have such powers as may be reasonably
construed as belonging to the chief executive of any organization."

Incidentally this also allows the President to appoint committees without
board approval, something I don't believe is done in practice.

I'm not sure that this is the best option, but it certainly is an option.
Allowing the President to select his officers, subject to the approval of
the Board, allows the Board to run more as a team, something that is
necessary for it to get work done.

It would also be important for the President to be able to "fire" other
officers and committee chairs and replace them as needed to ensure the
smooth running of the organisation.

> One advantage of the 'presidential' system is that it guarantees that
> *someone* is willing to do each of the officer jobs; in the 'parliamentary'
> system it is possible for all the elected board members to expect that they
> won't be treasurer, and to have nobody suitable. The existing by-laws, in
> which officers are members of the board by 'virtue of their office', seem to
> have been written with separate election of officers in mine.

Separate election or separate appointments.

I support separate elections, but they would be substantially more
complex, and for that reason think than an appointment system may be more

> An advantage of the 'parliamentary' system is simplicity in voting. It also
> allows officers to change without changing the board composition, which can
> smooth out some situations (such as when the President decides he isn't up to
> being President, but is still up to being a board member).

David "cdlu" Graham cdlu(at)pkl(dot)net
Guelph, Ontario SMS: +1 519 760 1409

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