Re: proposed replacement bylaws

From: Ian Jackson <ijackson(at)chiark(dot)greenend(dot)org(dot)uk>
To: Peter Eisentraut <peter(at)eisentraut(dot)org>
Cc: spi-general(at)lists(dot)spi-inc(dot)org
Subject: Re: proposed replacement bylaws
Date: 2016-07-04 10:33:41
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Peter Eisentraut writes ("Re: proposed replacement bylaws"):
> - Create a public comment period of, say, 30 days. If $N members voice
> formal concerns, then the change needs to go to a vote by the full
> membership; otherwise the board can pass it. That would allow the board
> to easily make technical changes to the bylaws but leave political
> changes to the membership.

This would be fine by me. It is a reasonable compromise. This kind
of approach, where things can go through with an easy process unless
there are objections, in which case a fuller heavier process is used,
is a very common pattern in governance structures.

In this case $N needs to be much less than the 10% for requisitioning
a members' meeting. An absolute number like six or ten would do.

TBH I'm not sure though why, with the new arrangements for members'
meetings, it would be difficult to convene a meeting of the members to
approve new bylaws.

> I'm not sure why there is this need to be able to amend the bylaws
> quickly when they are written in a general way anyway. If the bylaws
> are written in a very general way, they shouldn't have to be changed all
> the time.

And I agree with this.

Changes to bylaws should not generally be made (and should not need to
be made) to deal with a specific political issue. In general[1],
issues should be dealt with under the rules as they stand, and rules
changes should be done with the benefit of hindsight. Otherwise you
end up with political disagreements escalating into rules change

[1] Of course it can be that the rules really are broken, so I
wouldn't say that it was always wrong for one side in a dispute to try
to change the rules mid-argument.

But, inevitably, the reasonableness of such an attempt will be
contested. And the groundrules should not make it too easy. A robust
set of rules will usually make it more practical for each side to
/use/ the rules to achieve the desired decision, than to start messing
with the rulebook. This is normally achieved by making rules changes
slow, and having them require greater approval than routine decisions.

The current draft does the opposite. Membership appoints the "wrong"
board member ? Never mind, change the bylaws to effectively
retrospectively annul the election. This kind of thing has actually
happened in other organisations. (Do I need to provide references?)

Now, I trust (and hope!) that none of the existing SPI board would do
anything like that. Indeed if I thought this was an immiment threat I
would have been pushing hard to fix the bylaws properly as a matter of
urgency. But since we are now fixing the bylaws we should fix them so
they say what we mean, and in particular to ensure that SPI is
actually controlled by the membership.

"Controlled by the contributing membership" means that if there is a
serious disagreement between the views of the contributing membership,
and of the board, the bylaws ensure that the views of the membership


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