RE: Bylaws Amendment

As far as I know the rationale was sent out because this morning I emailed
the board with a bunch of questions related to both of the votes as follows:

> This morning I received an automated notification of two votes, and I have
a number of concerns regarding these votes that I would like to be heard
before the vote concludes:
>
> Board Elections
>
> 1. There are 5 candidates for 5 board places. According to the board
resolution regarding elections
https://www.spi-inc.org/corporate/resolutions/2004/2004-08-10.dbg.2/ point 4
when there are the same or fewer candidates than there are places, an
election should not be held. Or are there actually supposed to be 6 or more
candidates for the 5 places and someone got missed off the list?
>
> 2. Assuming that an election is needed, it is normal for candidates to
have a short description available explaining who they are and why they
would be a good board member. I can find no such documentation, so I am
being asked to vote blind. There might also be a publicised public meeting
e.g. on IRC where people could ask questions of the candidates (commonly
known as Hustings). Such information is necessary for members to be able to
make an informed vote.
>
> 3. I have previously had some dealings with Jesusalva so imagine my
surprise to find out (purely by accident) that one of the 5 names on the
ballot was an alias for him. Surely it is important for a level playing
field in elections for the details of candidates NOT be hidden from the
electorate. Such information is necessary for members to be able to make an
informed vote.
>
> 4. As a minor point of order (that I have no problem with in practice in
this case), the elections resolution is extremely specific about the dates
for elections, and these elections are running 9 days late which is strictly
contrary to the by-laws. As I have said, I have no problems with the delay
personally, however it will potentially allow another member to call into
question the validity of the elections (if anyone is so malicious as to do
that), and IMO the board resolution should be changed to allow some
flexibility for delays of (say) up to 2 weeks.
>
> In summary there appear to be significant issues with this vote, and the
board should consider whether actions are needed to address one or more of
the above points.
>
> ByLaws
>
> 1. There appear to be two entirely separate changes to the ByLaws being
proposed - one about Board elections, and another about the quorum necessary
for future changes to ByLaws. I do not understand why these have been lumped
together and covered by a single vote rather than put forward under separate
votes. What if a member would like to vote one way on one of these and the
opposite way on the other? I would like formally to request that this vote
be split.
>
> 2. In addition, regardless of the real reason this is being pushed
through as a single vote, it has a possible appearance of trying to push
through one change on the coattails of the other, and these are optics that
I would suggest might best be avoided. I would like formally to request that
this vote be split.
>
> 3. Again, there is little documentation regarding the rationale for these
changes, who is proposing them, and the pros and cons. Making this
information available is normal practice elsewhere, and is necessary for
members to be able to make an informed vote.
>
> In summary there also appears to be significant issues with this vote, and
the board should consider whether actions are needed to address one or more
of the above points.

In addition to these points, the table matching board members to years of
re-election has various shortcomings:

1. We need to define what happens if there are 8, 10, 11, or 12 board
members.

2. We need to define exactly how we will transition from the current
approach to the new approach. With 5 new board members elected this year,
that means that at least 1 and possibly 2 will only serve a maximum of 2
years and possibly only 1 depending on how board members are allocated to
the 3 yearly groups. Will it be done by lottery, or by a combination of
first-in-first out and volunteers or something else.

Paul

-----Original Message-----
From: Jonathan McDowell <noodles(at)earth(dot)li>
To: spi-general(at)lists(dot)spi-inc(dot)org
Subject: Re: [NOTICE] Nominations open for SPI board members
(2025-2028)
Date: 2025-07-24 12:49:05

Oddly the justification has _now_ been sent, but only to spi-private. We
appear to be lacking several months of meeting logs (even raw logs), so
no, I don't think you missed anything.

J.

--
If this isn't war, why is CNN massing on the border?

On Thu, 2025-07-24 at 15:34 +0100, spi(at)protopia(dot)co(dot)uk wrote:
> ... We appear to be lacking several months of meeting logs
> (even raw logs), so no, I don't think you missed anything.

I (personally) apologize for not keeping the logs and minutes
up-to-date; this is unrelated to SPI and is due to my personal
limitations in recent months. Please find the latest logs here:

https://www.spi-inc.org/meetings/logs/

I have not been able to keep up with recent SPI tasks and kindly
ask for some grace to be extended to the other SPI directors who
have taken up some of the slack. It is a matter of best effort.

While concerns and discourse about optics, transparency, etc.
are valid, I attest that--to the best of my knowledge--none of
this is intentional, and SPI does aim for maximum transparency.

I have decided to not run in this current election. Due to an
honest miscommunication this was not accounted for sooner.

Thanks,

Zach van Rijn
Secretary

On Thu, 2025-07-24 at 01:46 +0100, Zach van Rijn wrote:
> While concerns and discourse about optics, transparency, etc.
> are valid, I attest that--to the best of my knowledge--none of this is
> intentional, and SPI does aim for maximum transparency.

Personally I have absolutely no reason to believe that there is anyone on the SPI Board who doesn't have the most honest and best intentions for the benefit of SPI and Open Source in general.

The concerns I have raised are NOT a belief that anything inappropriate has already happened or is happening now, but rather a wish to ensure that the appropriate guard rails are in place to ensure that this remains the case out into the future.

But what I do believe I am seeing is a lack of good strategy and action around communications. And whilst I appreciate that the board are all volunteers with other commitments on their time, I believe that good communications might actually be the single most important thing the board should focus on in the interests of SPI longevity.

Thank you for the context. Note that your mail's content is not
displaying with proper format, at least in my Thunderbird 128; lines are
wrapped very short, which seems to break indentation/quoting.

Both the bylaws amendment(s) and the election are under discussion on
the spi-private mailing list.

On 2025-07-24 10:34, spi(at)protopia(dot)co(dot)uk wrote:
> As far as I know the rationale was sent out because this morning I emailed
> the board with a bunch of questions related to both of the votes as follows:
>
>> This morning I received an automated notification of two votes, and I have
> […]

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Philippe Cloutier
https://www.philippecloutier.com