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

From: David Graham <cdlu(at)pkl(dot)net>
To: John Goerzen <jgoerzen(at)complete(dot)org>
Cc: spi-bylaws(at)lists(dot)spi-inc(dot)org
Subject: Re: #01: Election of board members by SPI membership
Date: 2003-03-26 15:50:54
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On Wed, 26 Mar 2003, John Goerzen wrote:

> On Fri, Mar 21, 2003 at 09:11:57AM -0600, John Goerzen wrote:
> [chairman hat on]
> First, a question: Taral, are you still up to keeping a running account of
> our new proposed bylaws? No pressure either way; just checking.
> Please let the Committee know immediately your comments on
> this amendment. This proposal has not heard any significant disagreement
> yet. We need to move forward, and so if there is no dissent heard within 48
> hours, I'll assume it's agreed to.
> [chairman hat off]
> I propose the following amendment:
> The second paragraph of Article 7 shall be removed.

fine by me

> In its place, insert
> the following:
> Each seat on the Board of Directors, including those for officers, shall
> have a term of two years. Seats for officers, excluding the secretary,
> shall be up for election once every two years starting in 2003. Seats for
> the other members of the board shall be up for election once every two
> years starting in 2004. Elections shall be held at the same time each
> year and are open to all contributing members. Membership in the
> Organization is not a prerequisite for holding a seat on the Board.

I'm not overly comfortable with two year split terms. I see the US senate
system as doing a lot to support the status quo and I see the same thing
happening here.

> In years when an officer election is held, two questions shall appear
> on the ballot: a selection for president and a selection for treasurer.
> The second-place candidate in the selection for president shall be vice
> president.
> In years when an election for non-officer Board seats is held, one
> question shall appear on the ballot: selection of board members. If
> x seats are up for election, then the top x candidates in the election
> will be appointed to the Board.
> After each annual election, the entire Board, including new members, shall
> pass a resolution appointing a secretary. The Board may also pass a new
> resolution at any time selecting a new secretary. The secretary selected
> must already be a non-officer member of the Board.
> No single person may run for more than one seat in any given election.

That's to say a board member who runs for treasurer will lose their board
seat? We should make sure the scenario for sitting board members running
for officers is clearly outlined.

Critically, this does not cover byelections. I think this is the
appropriate place to discuss vacancies and bielections.

> Additionally, from the second to the last paragraph in Article 7, this
> sentence should be removed: "The Board of Directors shall select from one of
> their number a Secretary." This stipulation is already covered in the text
> above.
> Below is the non-legalese version of this proposal.
> > I propose the following:
> > 1. Board members and officers both serve for a term of two years.
> >
> > 2. In one year, officer positions are voted on; in the next year,
> > "non-officer" board seats are voted on. For the purposes of this
> > proposal, the Secretary position is not an officer.
> >
> > 3. Elections are held once a year.
> >
> > 4. On the year when "non-officer" board seats are elected, all candidates
> > are grouped into a single vote, and the top x winners get a seat on the
> > board.
> >
> > 5. On the year when officer seats are elected, two votes are held: one for
> > president and one for treasurer. The winner of the president vote
> > becomes president; and the second-place finisher becomes VP. The winner
> > of the treasurer vote becomes treasurer.
> >
> > 6. After each year's elections, the board shall pass a motion selecting
> > a secretary from the non-officer members of the board. The board may
> > replace the secretary at any time it desires by appointing a new
> > secretary from the non-officer members of the board.
> >
> > 7. No person may run for more than one seat in any given election.
> >
> > Now, my rationale, keyed to the points above:
> >
> > 1. I think two years is a reasonable compromise. Board members currently
> > have a term of three years. If we set everyone to a term of one year,
> > we'd either have all board members and officers up for election
> > simultaneously, or have to hold two elections each year. I dislike both
> > of those options; the former because it leads to a lack of stability,
> > and the latter because it leads to a continuous campaign season.

Stability, here, is a euphamism for the status quo. If the board is doing
its job, it will be reelected. If it's not, it won't be. The two elections
you discuss can easily be a single election with two ballot questions,

> > 2. We've talked a lot about different ways of selecting the officers.
> > We've discussed having the board appoint officers; having the top
> > vote-getter in a general election becoming president; holding separate
> > officer elections at the same time as regular board member elections;
> > and other similar schemes. None of these seemed to me really quite
> > right. Having the board appoint officers puts less direct control
> > in the hands of members. Having the top vote-getter become president,
> > the next VP, etc. may result in people not qualified for an officer
> > position becoming an officer and again will not let the membership
> > express preferences for a particular office. Holding officer elections
> > the same time as board member elections complicates the situation where
> > someone may want to run for both, necessiting conflict resolution rules.

... I don't necessarily think that someone who runs explicitly for
president without running for the board as well will make a good
president. In fact, it may be the opposite. Someone who runs for the job
of president may not be interested in sitting on the board in any other
capacity and that isn't a quality I would necessarily want. On the flip
side, as you point out, someone who runs for the board and becomes
president may not want it or be unqualified to do it. I think it's for
this reason that the by-laws currently allow the board to select its own
leadership, because the board will have a better sense of the actual
capabilities of its members than the general membership.

> > This proposal, I think, solves all of these problems. If board members
> > want to run for an officer position; fine, we'll just fill the
> > newly-vacant seat(s) with our regular procedures.

Unless they lose their bid for an officer position, in which case they
should be able to keep their seat. This is especially true if two
candidates for treasurer are both on the board, one will necessarily lose
and shouldn't be removed for the board for trying to run for treasurer.

> > 3. See #1.
> >
> > 4. I think this makes sense. There's no need to vote on individual seats.
> > Haven't heard any disagreement with this option either.

Hierarchal election is the simplest way to fill multiple seats when there
are no "ridings" to represent, though the member projects could arguably
be considered ridings.

> > 5. I framed the VP thing this way because I can't imagine anyone wanting
> > to run for VP instead of president, but I'd imagine candidates for
> > president would be happy with VP and the corresponding seat on the
> > board. Plus, the #2 candidate in such an election would have a high
> > likelihood of being well qualified for the position.
> >
> > I frame the treasurer position separately because it requires a
> > different skill set, and someone qualified to be president may not
> > be qualified to be treasurer, and vice-versa.

I don't disagree with separating treasurer and president(s).

> > 6. Since the secretary position is largely one of helping out the board,
> > I think it makes sense that they choose the secretary. I'm not sure
> > whether we should restrict this to the elected members of the board
> > or open it to any SPI contributing member. Thoughts on that welcome.

There may be contributing members willing to be secretary, and I see no
reason why they couldn't be appointed by the board as an Advisor with the
mandate/purpose of being secretary, without having a vote in its matters.

> > 7. This means that you can't run for both president and VP, and has no
> > other effect. This means that we don't have to engineer a conflict
> > resolution mechanism in case someone wins both elections. Also, I think
> > that candidates should focus on a particular election anyway.

I assume you mean can't run for both president and treasurer.

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


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