Re: Next steps

From: John Goerzen <jgoerzen(at)complete(dot)org>
To: Ian Jackson <ijackson(at)chiark(dot)greenend(dot)org(dot)uk>
Cc: spi-bylaws(at)lists(dot)spi-inc(dot)org
Subject: Re: Next steps
Date: 2003-12-16 23:01:08
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On Tue, Dec 16, 2003 at 09:57:37PM +0000, Ian Jackson wrote:
> I think that what is needed now is a rewrite from the ground up. Big

I think that idea has some merit. However, I am concerned that such
drastic changes would have a tough time mustering enough consensus to
pass a vote. People will find their pet issue that is different in some
way in the new bylaws, and vote no, despite the mountain of good that
they accomplish.

I think, therefore, that it is best to advance minimal, critical, and
popular changes first. Let's get the immediate problems fixed, then fix
the rest. That way, we get these important fixes accomplished faster,
and we do not risk losing them as part of a less-popular massive rewrite

> * Why do we need an annual board meeting on a fixed date ? Is this a
> legal requirement of some kind ? What exactly are those legal
> requirements ?

I do not know the answer to that question. It could be that the US
Charitable stuff is also a legal requirement.

> * The new definition of meeting is certainly novel and exciting, but
> it prompts some questions: aren't meetings supposed to have
> minutes, and if so, what are the minutes of a potentially indefinite
> email conversation ? What counts as one meeting and what as two
> separate meetings ? etc.

The bylaws mentions that minutes are to be approved but does not detail
how. Minutes very definately should exist, and I view it as a
deficiency that they do not for e-mail voting as it currently stands. I
don't much care if there are many minutes, one for each issue, or if
issues that were discussed since the last "in person" meeting are
grouped together.

> * In general, when the bylaws state a requirement `such and such
> shall', they should state what it means if the requirements are not
> met. For example, it's clear what the implications of a lack of
> board quorum are - any decisions apparently made by those present
> aren't really authorised decisions of SPI. But, what happens if the
> elections fail to be held on time ?

I believe that many of these are not normally present in bylaws, but
given our history, this is a good point.

> * What is the purpose of the offices of President and Vice President ?
> Note that we have a Chairperson of the Board, who is always the same
> as the President, but the two things are apparently different jobs.
> Is there some special US legal status attached to the title
> `Officer' ? If so, what is this special status (and who do we want
> to give it to!)

I'm not sure as to the legal status. My guess is that officers are
legally responsible for certain corporate actions.

The Chairperson of the Board is simply the person that runs meetings.
The President's role goes farther than that (see Article 8, paragraph
2), and includes presenting annual reports, appointing committees,
oversight, and ability to spend SPI's money. The Chairperson, if
separate from the President, would only moderate the meetings and would
have none of these other duties. So I think that the President is

The Vice President is, in our bylaws, a regular board member with the
special property that if the president is away or unavailable, the VP
stands in. It is a very useful thing to have, as we have seen when Ean
was VP.

> * The proposed new board quorum arrangements are quite strange. Not
> only are they complex, but they still leave open the possibility
> that a board member who opposes a motion might do better to avoid
> attending the meeting ! Why don't we just count absentees as half a
> vote against, or something ?

That is an excellent point. David, do you have any input here?

> * The section on Membership says that _all_ members have the right and
> responsibility of overseeing the board, etc. This is not true.
> Only contributing members are empowered.

I couldn't find the specific text you're referring to; where was it?

> Of course, a ground-up rewrite is going to take longer than edits to
> fix the problems we mainly notice. What I'd suggest is that, as
> we're going to try to split the changes up into chunks, we identify
> which chunks are urgent.

I believe the general consensus is that "all chunks we have proposed are

> The other chunks we can apply later as part of a restructuring.

Yes, that makes sense.

-- John


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