Re: One issue resolved, another one to go

From: John Goerzen <jgoerzen(at)complete(dot)org>
To: David Graham <cdlu(at)pkl(dot)net>
Cc: spi-general(at)lists(dot)spi-inc(dot)org
Subject: Re: One issue resolved, another one to go
Date: 2003-03-12 01:25:14
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On Tue, Mar 11, 2003 at 07:51:34PM -0500, David Graham wrote:
> The President's seat is vacant.
> Does the Board have a time-table for appointing a new President?

This is indeed a sticky situation.

The bylaws do not grant the board the power to appoint officers, but they
don't say how officers are appointed either. They just say directors are
appointed in the same manner as officers but don't elaborate. So, we have
no defacto mechanism for appointing a new president.

Article 5 mentions "Any contributing member of SPI is eligible to vote. Non
contributing members of SPI may not vote. Each voting member shall have
exactly one vote. Ballots concerning election or removal of officers shall
be secret ballots." I believe the bylaws expect officers to be chosen at
the annual meeting in July. A case could be made for a special meeting to
be called under article 4 to address the problem.

I see the choices as these:
1. The Board goes ahead and appoints a new President in the same manner
in which the vacant seats were filled (election followed by board

2. The Board just nominates someone

3. A special meeting gets called

4. Ean continues as acting pres until the bylaws amendment can be passed
in July, which would spell out procedures in greater detail.
(What would happen if this does *not* happen is undefined -- I guess
we revert to the other options.)

My inclination would be for #4, as the existing bylaws provide for the VP to
be acting president indefinately, so we have no apparent problem with doing
that for four months. However, I'm not really opposed to the other options

ObCmte: We are debating the question of election of board members and
officers in the bylaws committee now, BTW.

-- John

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