Re: SPI bylaws overhaul: Board Attendence

From: Jimmy Kaplowitz <jimmy(at)spi-inc(dot)org>
To: Josh berkus <josh(at)postgresql(dot)org>, Dimitri John Ledkov <xnox(at)spi-inc(dot)org>
Cc: spi-general(at)lists(dot)spi-inc(dot)org
Subject: Re: SPI bylaws overhaul: Board Attendence
Date: 2016-11-17 06:27:37
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On Wed, Nov 16, 2016 at 11:01:57PM +0000, Dimitri John Ledkov wrote:
> I think I do have it easy, as I am not an officer nor sysadmin.
> Nonetheless, over the past month I have spend about 14-16 hours
> reviewing / auditing accounting, generating reports (which are now
> published), and responding to email queries.
> I myself missed the Monday meeting, due to volleyball match. I play in
> the London Volleyball League.
> Scheduling interactive meetings is a hard task for the board. We are
> globally distributed timezone wise. All have more than full-time
> engagements. And many of us travel a lot for work & leisure.
> The board & officers are volunteers and we are not compensated for our
> work. Which I think is a good thing. Conceptually, demanding fixed
> hours or expelling board members over meeting attendance feels odd to
> me. As it's not holding the meetings that matters, but the outcome of
> the work SPi achieves.

Dmitri, you've been doing valuable and appreciated work. Nobody minds you
missing an occasional meeting for the rest of your life. Even Josh's proposal
was not requiring anywhere close to 100% attendance, nor a monthly meeting
schedule - just that board members attend a majority of the meetings that are
scheduled. Similarly, even our current governance structure already has a board
attendancy policy via a resolution.

As with Martin Michlmayr's reply, I'm fine with the bylaws specifying that we
should have a board attendance policy, and that falling below a certain
threshold can (or should or must) lead to removal for cause. I'd rather leave
the specifics of that policy and that threshold to a board resolution to allow
for lower-hassle tweaking as needed, but I don't feel strongly on that point.

Josh, any concerns with that? The bylaws would still require the resolution to
exist, the members would still be able to see and comment on it, and any
inappropriately lax policy could still be considered by directors and members
alike in their respective proposals and votes. For a failure on this particular
topic, the worst-case outcome is just excessive inaction until the next
election, or until a special meeting if the members want to call one sooner.
And honestly, if attendance paralyzes the board enough that the members want to
overrule the board or elect directors to fix the policy, all but the most
pathological member-elected boards would react to that level of member
discontent by fixing the policy first.

It's totally wise to want the demands on board members to be compatible with a
volunteer spare-time committment. Simultaneously, it's wise to ensure that the
board has a structural incentive that will usually facilitate quorum when we do
decide to meet. These are not at all incompatible.

- Jimmy Kaplowitz


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