Re: Revised board resolution 2003-10-14.iwj.1

Er, it was no longer 2 changes when I finished writing. That should have
read 'a few changes'. :)

---
David "cdlu" Graham
Guelph, Ontario
cdlu(at)railfan(dot)ca

On Tue, 14 Oct 2003, David Graham wrote:

> While a temporary hack pending the approval of by-laws, I would like to
> propose two changes. See below. Explanations follow the resolution.
>
> In order to differentiate this modified version from the revised version
> this is made from, I'd call this 2003-10-14.iwj.1b.
>
> Resolution 2003-10-14.iwj.1b
> >
> > WHEREAS
> >
> > 1. The Board memberships of Ian Jackson and Martin Schulze
> > have reached the end of their 3 year terms as directors and
> > Manoj Srivastava has resigned from his position as director and
> > the board now consists of only 7 members;
> >
> > 2. The membership of the board of directors must remain
> > between 8 and 12 in accordance with the constitution;
> >
> > 3. Software in the Public Interest Inc.'s by-laws require the
> > Board of directors to be accountable to the membership;
> >
> > THE BOARD RESOLVES THAT
> >
> 4. The Board of Directors calls an election of the contributing
> membership for two seats on the board of directors.
> >
> > 5. The election shall be organized and overseen by the SPI secretary;
> >
> > 6. The voting period shall begin as soon as possible but no earlier
> > than 21 days after this resolution is passed and no earlier than
> > 14 days after the SPI Secretary announces the starting and
> > ending dates of the voting period. The voting period shall have
> > a duration of 14 days.
> >
> > 7. Candidates shall be SPI contributing members. Candidates must
> > declare their intention to run by submitting a position statement
> > to the SPI secretary by a date before the beginning of the
> > election and determined and publicly announced by the secretary;
> >
> > 8. The voters shall be SPI contributing members;
> >
> > 9. The voting shall take place on the Software in the Public
> > Interest web site using the Condorcet election method;
> >
> > 10. The results of the election will be verified and announced by
> > the SPI secretary as soon as possible.
> >
> 11. The two most preferred candidates, as determined by the method
> stated above, are hereby appointed to the board of directors of
> Software in the Public Interest, Inc. 7 days after the SPI
> Secretary announces the results.
> >
> > 12. While the board may repeal paragraph 11 before the appointment
> > takes effect, the board resolves to do so only if there are
> > problems with the conduct or integrity of the election.
> >
> 15. Any SPI contributing member may stand as candidates in the
> election according to paragraph 7 above, regardless of whether
> they have served on the board in the past.
> >
> >
> > FURTHERMORE, WHEREAS
> >
> > 16. The ad-hoc organisation of this election is less transparent and
> > democratic than ideal;
> >
> > 17. The bylaws reform effort appears to have stalled;
> >
> > 18. These problems are in significant part attributable to the
> > Board;
> >
> > IT IS RESOLVED THAT
> >
> > 19. The Board apologises to the Membership and the Bylaws committee
> > for its failure to work more proactively to help reform the
> > bylaws.
> >
> 20. The Board shall undertake the work necessary to modify the
> Oranisation's by-laws as per the recommendations of the By-Laws
> Committee as soon as the election is complete.
>
> ---
>
> Clauses 4 and 11 have 'three' replaced with 'two'. It is my strong opinion
> that a 9 member board is more appropriate to SPI's ability to conduct
> business due to the quorum being 6/9 instead of 7/10.
>
> Clause 13 is addressed by the election itself. I do not believe we need to
> appoint temporary board members. If we do, I would strongly suggest that a
> single Advisor be temporarily promoted to the board until the elections
> are over.
>
> Clause 14 did not exist.
>
> Clause 15 is more generally worded, and no longer needs to come under a
> separate header.
>
> Clause 20 forces the issue of the by-laws amendments, implict in that is
> that by next summer we will have our first constitutionally mandated
> election, assuming the by-laws are passed.
>
> Ideally the by-law amendments will be passed PRIOR to an election, but I
> don't see that happening and as such I would like to ask that the by-laws
> be at the top of the agenda until it is resolved following the election.
>
> ---
> David "cdlu" Graham
> Guelph, Ontario
> cdlu(at)railfan(dot)ca
>
>
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