Resolution 2004-01-05.wta.3: board of directors appointment regulations

From: Wichert Akkerman <wichert(at)wiggy(dot)net>
To: board(at)spi-inc(dot)org
Cc: spi-general(at)lists(dot)spi-inc(dot)org
Subject: Resolution 2004-01-05.wta.3: board of directors appointment regulations
Date: 2004-01-06 18:15:36
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Resolution 2004-01-05.wta.3: board of directors appointment regulations


1. the current by-laws do not state how offices are selected,

2. board member terms are 3 years which is long for an organisation like
Software in the Public Interest,


3. alinea two or article seven is replaced with:

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 2004. Seats for the other members of the board
shall be up for election once every two years starting in 2005.
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.

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

4. alinea seven is removed,

5. alinea nine is replaced with:

Any Board member, including officers, may be removed from the
board upon the affirmative vote of 2/3 of the voting
contributing membership. No individual vote or call for votes
may apply to more than one person. No person may be the subject
of more than one recall vote within any given 90-day period.

Subject to the above, the membership may call for a recall vote
if 10 contributing members publically identify themselves as
supporting such a vote. This shall constitute a call for votes,
and a vote among the membership shall then be held immediately
subject to normal voting procedures. All contributing members
are eligible to vote. A ballot shall have only two options:
recall the Board member, or leave the member in place. The vote
is tallied with a simple count.

If the vote to remove the Board member passes, the member is
immediately removed from the Board and any position as officer.

The member that is the subject of a removal vote may vote on
that question. The removal of a Board member does not render
that person ineligible to run for reelection.

When a vacancy occurs on the board for any reason, whether or
not a result of a removal vote, if the next regular election for
that particular seat is 40 days or less away, the seat will be
unfilled until the regular election, at which point it will be
filled using the regular procedures laid out in this Article. If
the next regular election for the empty seat is more than 40
days away, a special election will be called immediately for
that particular seat only. The winner of that election will
serve out the balance of the term, and the seat will be subject
to re-election at the normal time.

Wichert Akkerman <wichert(at)wiggy(dot)net> It is simple to make things. It is hard to make things simple.

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