Re: proposed replacement bylaws

From: Peter Eisentraut <peter(at)eisentraut(dot)org>
To: Bdale Garbee <bdale(at)gag(dot)com>, Ian Jackson <ijackson(at)chiark(dot)greenend(dot)org(dot)uk>
Cc: spi-general(at)lists(dot)spi-inc(dot)org
Subject: Re: proposed replacement bylaws
Date: 2016-07-04 03:25:15
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On 7/3/16 9:34 AM, Bdale Garbee wrote:
> So, I guess there's a trade-off here. We can have really simple bylaws
> and give the board the ability to modify them, trusting that our nearly
> complete transparency of operations and the legal context in which we
> operate provide the ability to observe and react should the board ever
> "go nuts". I'm quite comfortable with this approach, but I recognize
> that not everyone may be.
> Comments from others on this particular "design decision" in the bylaws
> would be welcome.

It's certainly something that has stood out as a concern for me.

Until now, the SPI board functions mainly in a caretaker role. As long
as the individuals chosen are nice to each other and don't lose the
money, then everything is going fine and the members don't really have
to pay too much attention. But if the system is changed so that the
board can, even in theory, unilaterally change major aspects of the
organization, then it will require a lot more day-to-day scrutiny, and
elections might become more political. That's not necessarily bad, but
it would be a significant deviation from existing practice.

Also, if I'm reading this correctly, the board can call a meeting to
amend the bylaws simply by emailing the directors (not even the
membership) seven days ahead of time. So bylaw changes could be done
and dusted before casual observers have even caught up with their email.

I understand the problems that some organizations have had getting
enough of the membership to vote on fundamental reorganizations. But
there are probably some ways we can fix *that* problem. Examples off
the top of my head:

- Trim the voting membership more aggressively. If an important vote
fails because of quorum, for the next time reset the quorum to those who

- 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.

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.


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