Fixing Quorum and David Graham's Resolution

From: "Benj(dot) Mako Hill" <mako(at)debian(dot)org>
To: spi-board(at)lists(dot)spi-inc(dot)org, spi-general(at)lists(dot)spi-inc(dot)org
Subject: Fixing Quorum and David Graham's Resolution
Date: 2003-10-09 08:05:39
Message-ID: 20031009080538.GE19143@nozomi
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Apologies for the long email. This comes from an even longer series of
conversations the SPI channel on IRC though so count yourself
lucky. :)

David Graham's resolution suggests that we ask the membership for the
number of seats on the board of directors. Currently, we can have
anywhere between 8 and 12 members and for most of this year, we've had
10. Under the current system of determining quorum for board meetings,
there is rounding involved and some numbers allow for an easier quorum
than others -- from what I'm told, 9 seems to be a good number. This
was, at least in part, behind the idea of having the membership vote
on the size.

I wasn't too hot on this bit before I understood this reasoning and
I'm still unconvinced. I like having a little bit of flexibility in
the size because it means we don't have to hold a new election (not
easy when we're dependent on volunteers to do this) every time someone
gets frustrated and storms off or leaves their seat for any reason. It
means if there's a two-way tie for that third seat in the election, we
could give it to them both -- a number of things. As long as we've got
fixed limits (we do), I also don't think it really matters if the
board is one or two seats bigger or smaller so I'm not sure how I'd
vote on this except picking whatever is in the middle -- and I doubt
I'm alone. Most importantly though, I just don't think setting the
number of board members at a fixed number is the right way to fix
quorum problems.

While poor attendance is obviously at the root of all quorum problems,
the quorum rules in our bylaws (which were pulled from another
organization as I understand it) don't seem well suited to an
organization like ours that has short, monthly meetings on IRC and
that relies heavily on these for nearly all of the organizational
decision-making and management. In short, quorum was one of the major
reasons the bylaws committee was created and we need to fix it.

But there's a fear that, because the bylaws recommendations seem to be
languishing, if we don't fix quorum through hacks in our board
membership size executed through votes put before the membership,
nothing is going to change.

So, since I don't want to remove David's potentially quorum fixing bit
without proposing something in its place, I've talked to David and
Jimmy Kaplowitz from the bylaws committee and Peter Palfrader and
Martin Michlmayr (together they form the whole of the SPI membership
committee) about what it would take to get a quorum change in the
bylaws changes before the membership for a vote.

It turns out that since we need 66% of the voting membership to vote
in order to amend the bylaws, we're in a bit of a tough spot. Since
SPI members tend to be interested, involved people, this is largely
because no member has ever been expired so invalid email addresses and
people that changed their mind about free software and are now
software patent lawyers for Microsoft are still included. The bylaws
say, "if a contributing membership is not renewed, the member's status
will be downgraded to a [non-voting] non-contributing member." That
has never happened and it will need to if we're going to fix any part
of the bylaws. Everyone I mentioned in the last paragraph seems to be
alright with this.

So here's how I suggest we move forward:

- If people don't have a problem with holding an election for the 3
free seats (we need to do something as we're in violation of our
bylaws right now), we vote on a resolution to that end and start
that election process at the next board meeting.

- The membership committee works to get some system for pinging
contributing members to "renew" their membership. We don't have to
bother pinging the 55% that voted in February or anyone who votes in
the upcoming election. Anyone else should be able to just respond to
an email within two weeks and consider themselves renewed. (Peter
and Martin have already nodded to this plan). The process for all
this seems to, under the current bylaws, be up to the membership

- Within a week or so of the announcement of the new board members,
the membership committee can send off those pings to those people
that haven't voted in the last two elections or signed up this year.

- Before the end of this renewal period, the bylaws committee will
work with the board (I'll volunteer to do this if no one else does)
to come up with the text that fixes quorum and perhaps introduces
other urgent and non-controversial changes.

- The membership votes to fix the bylaws.

I realize that I've spoken for a few people here and I've tried to run
this by them all first but if I've missed something or said something
wrong or shortsighted, please feel free to correct me.

I'm looking forward to comments.

Benjamin Mako Hill

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