Revising the SPI bylaws: third draft

From: Jimmy Kaplowitz <jimmy(at)spi-inc(dot)org>
To: spi-general(at)lists(dot)spi-inc(dot)org
Subject: Revising the SPI bylaws: third draft
Date: 2017-02-12 23:57:29
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Hi SPI members,

I've attached to this email the third draft of a complete rewrite of SPI
bylaws, which have long been known to be flawed. Both prior drafts were
discussed extensively on this list - links and context are below. We're
primarily trying to update our legalese to be clearer and to reflect
current practice.

Please indicate whether you'd be open to voting for this revised
version, or indicate any further revisions you'd like. We currently have
an onerous amendment threshold, so to help us gauge opinion, please
speak up either way.

Full explanation:

Back in July of last year, Bdale started an effort to overhaul SPI's
bylaws, aiming to fix several longstanding problems with the current

- the bylaws do not comprehend the idea of board meetings on IRC
- the rules the board voting by email are intractable
- there is a hard requirement to hold an annual general meeting on
the first day of July, which is rarely convenient due to national
holidays, etc
- in a number of places, the bylaws seem to contradict themselves
- the board election rules make it hard to maintain a staggered
election cycle for the board

We've attempted to fix the existing wording in the past, but those
efforts never went anywhere. It was a mess of a starting point.

Given how badly suited the existing wording was, Bdale had the Software
Freedom Law Center prepare a new draft from scratch to reflect existing
practice in a clear and legal way, proposed here:

A useful discussion followed on-list with lots of substantive comments.
Some months later, I collected the feedback and offered a second draft
here, along with a narrative of what I changed from Bdale's draft:

The draft I've attached to this email is almost identical to the second
draft, but addresses the one pending bit of feedback by adding a
requirement for a board meeting attendance policy, at the end of
Sections 5 and 8 of Article IV. We already have such a policy, but the
current bylaws don't require one.

If the membership thinks this draft is reasonable and is willing to
support it, I'd love to send it off to our lawyers for any wording
tweaks from them and then vote on the output of that.

Based on the current bylaws' onerous rules for amendment, we'd need yes
votes from 2/3 of contributing members, so please speak up to help us
gauge reaction. Of course, if further alterations are needed before a
vote, please don't hesitate to raise concerns.

I haven't forgotten the request to switch from OpenDocument (source) /
PDF (output) to Markdown or similar git-friendly formats. We'll deal
with the hassle of reformatting once we have approved new bylaws.

Looking forward to hearing your thoughts!

- Jimmy Kaplowitz

Attachment Content-Type Size
spi-draft-bylaws_2017-02-12.pdf application/pdf 61.6 KB


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