Re: proposed replacement bylaws

From: Hilmar Lapp <hlapp(at)drycafe(dot)net>
To: spi-general(at)lists(dot)spi-inc(dot)org
Subject: Re: proposed replacement bylaws
Date: 2016-07-04 14:44:23
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> On Jul 4, 2016, at 8:17 AM, Bill Allombert <Bill(dot)Allombert(at)math(dot)u-bordeaux1(dot)fr> wrote:
> On Sun, Jul 03, 2016 at 03:34:12PM +0200, Bdale Garbee wrote:
>> Ian Jackson <ijackson(at)chiark(dot)greenend(dot)org(dot)uk> writes:
>> 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.
> I suppose a lot of people would consider a board changing the bylaws without
> approval from the members to be going nuts.

Yeah, exactly. And more specifically, a Board unilaterally changing bylaws *against* stated opposition from the membership would seem an exemplary case of a Board gone rogue. I.e., I can’t imagine an SPI Board that unilaterally changes SPI’s bylaws against the membership’s opposition yet continues to be completely benign in all other ways.

A Board that has gone rogue can do a lot more damage than unilaterally changing bylaws - it is an existential threat to the organization as a whole. Identifying specific places where there could be damage from a rogue Board and then writing into the bylaws ways to limit that particular damage seems a futile exercise to me. Instead, the focus should be on preventing (or minimizing the risk of) the Board going rogue in the first place.

A Board can go rogue if it is vulnerable to the risk of being taken over by a small but determined minority. In public service, this typically happens for boards for which members are publicly elected but for which most eligible voters are unaware or uninterested in the election, resulting in very low turnout. In such cases, buying even only 500 votes can effect the outcome. See your local School Board.

If people here are so concerned about the SPI Board going rogue (as indeed we should be), then I suggest to focus on ensuring that the bylaws minimize the risk of the Board getting taken over by a determined minority to begin with.

For example, the current SPI Board election process allows for rogue candidates to get onto the Board without a vote if the number of Board candidates does not exceed the number of vacant seats. This condition has happened repeatedly in the past, including last year. Anyone can nominate themselves and be on the ballot, no vetting or approval by the existing Board required. Even if a vote is required, the election turnout is so low every year that it doesn’t take much organizing by a minority to effect the outcome. Technically, 25% of the Board can constitute a majority for Board votes, including for changes of the bylaws (50% quorum, simple majority required). It is not uncommon that several SPI Board members are absent from an SPI Board meeting.

(FWIW, at OBF new Board members are elected by the Board. Board quorum is 75%, bylaws changes require 2/3 majority.)

So, IMHO, the SPI Board is quite vulnerable to rogue take-over (and given the organization’s considerable financial assets, it’s not too hard to come up with motivations for a take-over). If this is a concern (I certainly think it should be!), this is what I would suggest focusing on to fix, rather than trying to limit the damage after take-over by hamstringing the Board.


Hilmar Lapp -:-


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