Re: Bylaws Revision: VOTING[4]

[ Some more changes:
- cleared up removal of board members
- cleared up who may put resolutions before the BOD and how
- first attempt at defining a quorum

--Nils.]

VOTING
------

- The voting procedures should be similar to a company and its stockholders
or to a cooperative and its members
- each member shall have exactly one vote
- the system needs to relatively be fast and reactive, but needs checks and
balances to ensure the wishes of the membership are carried out by the board
- non contributing members should not be able to vote
- There are too many members to ask them to vote every time an issue is
raised, therefore the board acts on behalf of its members
- The board of directors together with the committees run the organization.
- the board of directors (and its committees) represent the membership and
acts in accordance with its wishes.
- from time to time the board of directors will pose questions to the
members when it is not clear how the membership feels about an issue

General
-------
- the quorum for a vote by the membership shall be set at 35% of eligible
voters
- all votes (unless otherwise stated) are approved by a majority (>50%)

Resolutions
-----------
- resolutions are voted on by the board of directors
- Members may vote to put resolutions before the board of directors
- Committees may put resolutions before the board of directors
- Members have the power to override decisions made by the board of
directors by a 2/3 majority vote.

Board appointments
------------------
[this will go into the 'board' section of the bylaws, but its important to
keep an eye on in the voting section]
- the board members will (together with the membership committee) recommend
candidates for the board of directors
- the members will approve the appointments on the board of directors
- removal of board members shall occur by a 2/3 vote of the members or a 3/4
vote of the board of directors
[should this be higher for a BOD vote?]

--
Nils Lohner Software in the Public Interest, Inc.
E-Mail: lohner(at)spi-inc(dot)org PO Box 1326
Board Of Directors <board(at)spi-inc(dot)org> Boston, Ma. 02117 USA

Nils,

Removal of a board member is an extremely disruptive process,
and should not be undertaken by the board without the explicit
consent of the membership that elected it. I think this allows
for a board that gives full and frank discussion to issues that
don't need to involve the entire membership, and it prevents a
board from factioning and booting an unpopular member.

I think board members should only be removable on a vote by the
membership. This will allow board members to argue and take
on positions internally without letting personal disputes turn
into power plays. If someone is behaving badly on the board,
in the board's unanimous opinion, it can take its case to the
membership, or let the member's term expire.

Ray

>
> [ Some more changes:
> - cleared up removal of board members
> - cleared up who may put resolutions before the BOD and how
> - first attempt at defining a quorum
>
>
> --Nils.]
>
>
> VOTING
> ------
>
> - The voting procedures should be similar to a company and its stockholders
> or to a cooperative and its members
> - each member shall have exactly one vote
> - the system needs to relatively be fast and reactive, but needs checks and
> balances to ensure the wishes of the membership are carried out by the board
> - non contributing members should not be able to vote
> - There are too many members to ask them to vote every time an issue is
> raised, therefore the board acts on behalf of its members
> - The board of directors together with the committees run the organization.
> - the board of directors (and its committees) represent the membership and
> acts in accordance with its wishes.
> - from time to time the board of directors will pose questions to the
> members when it is not clear how the membership feels about an issue
>
> General
> -------
> - the quorum for a vote by the membership shall be set at 35% of eligible
> voters
> - all votes (unless otherwise stated) are approved by a majority (>50%)
>
> Resolutions
> -----------
> - resolutions are voted on by the board of directors
> - Members may vote to put resolutions before the board of directors
> - Committees may put resolutions before the board of directors
> - Members have the power to override decisions made by the board of
> directors by a 2/3 majority vote.
>
>
>
> Board appointments
> ------------------
> [this will go into the 'board' section of the bylaws, but its important to
> keep an eye on in the voting section]
> - the board members will (together with the membership committee) recommend
> candidates for the board of directors
> - the members will approve the appointments on the board of directors
> - removal of board members shall occur by a 2/3 vote of the members or a 3/4
> vote of the board of directors
> [should this be higher for a BOD vote?]
>
> --
> Nils Lohner Software in the Public Interest, Inc.
> E-Mail: lohner(at)spi-inc(dot)org PO Box 1326
> Board Of Directors <board(at)spi-inc(dot)org> Boston, Ma. 02117 USA
>
>
>
> --
> To UNSUBSCRIBE, email to spi-general-request(at)lists(dot)spi-inc(dot)org
> with a subject of "unsubscribe". Trouble? Contact listmaster(at)lists(dot)spi-inc(dot)org
>

----------------------------------------------------------------------
Ray Ontko | Ray Ontko & Co | "RO&C: data movers and shakers."
rayo(at)ontko(dot)com | Richmond, In | See us at http://www.ontko.com/

On Thu, May 27, 1999 at 01:31:34PM -0400, Nils Lohner wrote:
> General
> -------
> - the quorum for a vote by the membership shall be set at 35% of eligible
> voters
> - all votes (unless otherwise stated) are approved by a majority (>50%)
To be clear... if the vote turns out something like 48% yes, 43% no and 9%
abstain, yes doesn't win..

> Board appointments
> ------------------
> [this will go into the 'board' section of the bylaws, but its important to
> keep an eye on in the voting section]
> - the board members will (together with the membership committee) recommend
> candidates for the board of directors
> - the members will approve the appointments on the board of directors
> - removal of board members shall occur by a 2/3 vote of the members or a 3/4
> vote of the board of directors
> [should this be higher for a BOD vote?]
Ray had an interesting point about the BOD removing people... Each BOD
member is also a general member and could initiate a process that way...

On to my original thought/comment. The Quorum should be set highter, i
think.... and I think the ballots should be secret for both election and
removal votes. All others can be public (and maybe should be public,
spelled out here so it's not easy to change).

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On Thu, 27 May 1999, Nils Lohner wrote:

> - The voting procedures should be similar to a company and its stockholders
> or to a cooperative and its members

SPI is a nonprofit and thus the term stockholders does not
apply and might give a wrong impression.

> - The board of directors together with the committees run the organization.
> - the board of directors (and its committees) represent the membership and
> acts in accordance with its wishes.

Committees are appointed by the board right? Thus the board is the
representation of the membership and the committees are accountable to the
board.

> General
> -------
> - the quorum for a vote by the membership shall be set at 35% of eligible
> voters

What was the turnout at our elections? We might want to lower that
percentage. People might not be interested in the board as long as it runs
to their satisfaction.

> - the board members will (together with the membership committee) recommend
> candidates for the board of directors

Can members set up their own candidates for the BOD?

> - removal of board members shall occur by a 2/3 vote of the members or a 3/4
> vote of the board of directors
> [should this be higher for a BOD vote?]

Not sure about this one. I have some bad memories of the Debian board
being dismissed by leadership because they felt the board was not getting
things done. I'd rather not have the board be able to expell board
members.

Have you thought about guidelines for resignations? Resignations seem to
be quite common and it would be good to have some rules for these.

----------------------------------------------------------------------------
Christoph Lameter (Diplom-Informatiker, Master of Divinity)
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Linux Developer (contract / consulting http://lameter.com/consulting.html)
Professor for Computer Science and Religion (Univ. of Phoenix, SoCal)
----------------------------------------------------------------------------

On Fri, May 28, 1999 at 11:07:11AM -0700, Christoph Lameter wrote:
> SPI is a nonprofit and thus the term stockholders does not
> apply and might give a wrong impression.
What term would you use to convey the method of voting that SPI is trying
to achieve?

> What was the turnout at our elections? We might want to lower that
> percentage. People might not be interested in the board as long as it runs
> to their satisfaction.
Debian voter turn out for elections seems to be around 22-28% unless it's a
major election. For example, the leader election was about 50% (give or
take). Since the board is supposed to do most of the grunt work, if it's
not of the same caliber of interest, more discussion needs to go into it or
the propsal needs to be reconsidered.

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On Fri, 28 May 1999, Darren O. Benham wrote:

> On Fri, May 28, 1999 at 11:07:11AM -0700, Christoph Lameter wrote:
> > SPI is a nonprofit and thus the term stockholders does not
> > apply and might give a wrong impression.
> What term would you use to convey the method of voting that SPI is trying
> to achieve?

I thought the cooperative and its members model was pretty apt.

> Debian voter turn out for elections seems to be around 22-28% unless it's a
> major election. For example, the leader election was about 50% (give or
> take). Since the board is supposed to do most of the grunt work, if it's
> not of the same caliber of interest, more discussion needs to go into it or
> the propsal needs to be reconsidered.
>
Interesting - what are the requirements for a Debian voting membership?
Here it seems the voting will be limited to contributing members, who may
(or may not) have a higher interest in participating. And the model here
seems like it will be more like the committees do a good deal of the grunt
work.

Lynn
http://www.free-expression.org/

On Fri, May 28, 1999 at 02:33:02PM -0500, Lynn Winebarger wrote:
> > > SPI is a nonprofit and thus the term stockholders does not
> > > apply and might give a wrong impression.
> > What term would you use to convey the method of voting that SPI is trying
> > to achieve?
>
> I thought the cooperative and its members model was pretty apt.
I do, too, personally. I was wondering if he had a better one, though.

> > Debian voter turn out for elections seems to be around 22-28% unless it's a
> > major election. For example, the leader election was about 50% (give or
> > take). Since the board is supposed to do most of the grunt work, if it's
> > not of the same caliber of interest, more discussion needs to go into it or
> > the propsal needs to be reconsidered.
> >
> Interesting - what are the requirements for a Debian voting membership?
> Here it seems the voting will be limited to contributing members, who may
> (or may not) have a higher interest in participating. And the model here
> seems like it will be more like the committees do a good deal of the grunt
> work.
Basicly, be an accepted Developer.. ie, be working on some part of Debian.
Right, so I questions the need to lower the quorum figures. I like where
they're at or I'd even raise them in the case of BOD
additions/subtractions.

>
> Lynn
> http://www.free-expression.org/
>
>

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On Fri, 28 May 1999, Darren O. Benham wrote:

> On Fri, May 28, 1999 at 02:33:02PM -0500, Lynn Winebarger wrote:
> > I thought the cooperative and its members model was pretty apt.
> I do, too, personally. I was wondering if he had a better one, though.

The only other thing I could think of would be an "industry
association" like the (former?) SPA is for proprietary developers. But I
think a cooperative is also accurate, as part of the job of SPI (as I
understand it) is providing a single place for "job orders" to come
through, which are then either assigned or claimed (probably the latter)
by the members.

> > Interesting - what are the requirements for a Debian voting membership?
> > Here it seems the voting will be limited to contributing members, who may
> > (or may not) have a higher interest in participating. And the model here
> > seems like it will be more like the committees do a good deal of the grunt
> > work.
> Basicly, be an accepted Developer.. ie, be working on some part of Debian.
> Right, so I questions the need to lower the quorum figures. I like where
> they're at or I'd even raise them in the case of BOD
> additions/subtractions.
>
Right, I think a relatively high quorum for something as major as
adding/removing members of the BOD would be wise. I guess it all depends
on what kinds of issues would "normally" be presented for voting on by the
general membership. Presumably most voting would take place in the BOD,
committees (and short-term "task forces" appointed by them for one-time
events), and only major issues or revocations of these other votes would
be presented to the membership as a whole (one might call it the
"committee of the whole" as they do in Congress in the US). Is that a
correct perception of how things will be handled?

Lynn

On Fri, May 28, 1999 at 06:06:36PM -0500, Lynn Winebarger wrote:
> Right, I think a relatively high quorum for something as major as
> adding/removing members of the BOD would be wise. I guess it all depends
> on what kinds of issues would "normally" be presented for voting on by the
> general membership. Presumably most voting would take place in the BOD,
> committees (and short-term "task forces" appointed by them for one-time
> events), and only major issues or revocations of these other votes would
> be presented to the membership as a whole (one might call it the
> "committee of the whole" as they do in Congress in the US). Is that a
> correct perception of how things will be handled?

That's how *I* envision it. I think that's how Nils expects it to be, too.
In theory, however, any member can put a resolution out for the body to
vote on.. even what color grape juice they prefer...

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On Fri, 28 May 1999, Darren O. Benham wrote:

> On Fri, May 28, 1999 at 06:06:36PM -0500, Lynn Winebarger wrote:
> > Right, I think a relatively high quorum for something as major as
> > adding/removing members of the BOD would be wise. I guess it all depends
> > on what kinds of issues would "normally" be presented for voting on by the
> > general membership. Presumably most voting would take place in the BOD,
> > committees (and short-term "task forces" appointed by them for one-time
> > events), and only major issues or revocations of these other votes would
> > be presented to the membership as a whole (one might call it the
> > "committee of the whole" as they do in Congress in the US). Is that a
> > correct perception of how things will be handled?
>
> That's how *I* envision it. I think that's how Nils expects it to be, too.
> In theory, however, any member can put a resolution out for the body to
> vote on.. even what color grape juice they prefer...

Well, if votes are only demanded from the membership as a whole on
important issues on a relatively infrequent basis, I don't think it would
be too much to ask for members to not be apathetic. If voting were
frequent and on relatively minor matters I would say quorum should be low
because everyone has lives and deadlines and all kinds of things to make
room for on their calendar.
I would not be adverse to making voting at least somewhat mandatory on
important issues, perhaps if a member fails to vote on (say) 80% of the
important votes they are downgraded... Sounds harsh, though. But
apathetic democracies are problematic, since issues usually then get
decided by the extremes, rather than any true majority. But that way,
problems with meeting quorums would be somewhat self-correcting.

Just musing,
Lynn

On Fri, May 28, 1999 at 07:10:45PM -0500, Lynn Winebarger wrote:
> Well, if votes are only demanded from the membership as a whole on
> important issues on a relatively infrequent basis, I don't think it would
> be too much to ask for members to not be apathetic. If voting were
> frequent and on relatively minor matters I would say quorum should be low
> because everyone has lives and deadlines and all kinds of things to make
> room for on their calendar.
> I would not be adverse to making voting at least somewhat mandatory on
> important issues, perhaps if a member fails to vote on (say) 80% of the
> important votes they are downgraded... Sounds harsh, though. But
> apathetic democracies are problematic, since issues usually then get
> decided by the extremes, rather than any true majority. But that way,
> problems with meeting quorums would be somewhat self-correcting.
Hmm... I wonder what others have to say. Considering the opposition to
expiring memberships... hmmmm

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On Fri, 28 May 1999, Darren O. Benham wrote:

> > important issues, perhaps if a member fails to vote on (say) 80% of the
> > important votes they are downgraded... Sounds harsh, though. But
> > apathetic democracies are problematic, since issues usually then get
> > decided by the extremes, rather than any true majority. But that way,
> > problems with meeting quorums would be somewhat self-correcting.
> Hmm... I wonder what others have to say. Considering the opposition to
> expiring memberships... hmmmm

That is why I would suggest limiting the quorum for elections. We have not
had elections for awhile and people have been content with the appointment
of officers. The general feeling is to leave things alone if they are not
broke. And if things go smoothly in leadership I would expect low interest
by the developers in elections. Frequent required decisions by the
membership will lower interest even further.

As a model how to think about SPI: Think about it as a democracy. The BOD
is an elected body of the membership and on behalf of the membership
bestows powers on the officers and the committees.

----------------------------------------------------------------------------
Christoph Lameter (Diplom-Informatiker, Master of Divinity)
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Linux Developer (contract / consulting http://lameter.com/consulting.html)
Professor for Computer Science and Religion (Univ. of Phoenix, SoCal)
----------------------------------------------------------------------------

On Tue, 1 Jun 1999, Christoph Lameter wrote:

> On Fri, 28 May 1999, Darren O. Benham wrote:
>
> > > important issues, perhaps if a member fails to vote on (say) 80% of the
> > > important votes they are downgraded... Sounds harsh, though. But
> > > apathetic democracies are problematic, since issues usually then get
> > > decided by the extremes, rather than any true majority. But that way,
> > > problems with meeting quorums would be somewhat self-correcting.
> > Hmm... I wonder what others have to say. Considering the opposition to
> > expiring memberships... hmmmm
Yeah, it was just an idea.

>
> That is why I would suggest limiting the quorum for elections. We have not
> had elections for awhile and people have been content with the appointment
> of officers. The general feeling is to leave things alone if they are not
> broke. And if things go smoothly in leadership I would expect low interest
> by the developers in elections. Frequent required decisions by the
> membership will lower interest even further.
>
I guess I was thinking of SPI as being a kind of activist
organization, where active participation would be encouraged or even
expected. I guess the things I was thinking SPI would be involved in
(either as a leader or a participant with others) were things like (1)
fund raising for free software, (2) helping provide legal defense funding
for free software authors being attacked by corporations, (3) public
relations campaigns promoting free software, (4) lobbying political
bodies/organizing grass roots support for IP law reform favoring the
development of free software, (5) adjunct to (3), responding to the
propaganda of organizations like the SPA (or whatever they're called now).
And whatever else is appropriate.
I recently went to a conference in Banff, Canada as part of
"promoting" the Free Expression Project. It was a conference on streaming
media, and there were all sorts of folks there, though I think I was the
only (aspiring) free software developer. There were artists, activists,
and some more commercial radio people there. I gave a talk on software
licensing practices reviewing the server license for the Real G2 Basic
Server (which isn't available until _after_ you download it). Contrary to
the expectations of some software development folks for whom licensing
debates are very old hat, I found the people there to be very interested
in the concept of free software, and they weren't really familiar with it
before. It would lead me to believe that it would be useful for
representatives of SPI to go to these conferences, and discuss these
issues. In particular, I think they'll be most interested if you can
offer to organize particular projects for producing tools they routinely
use - and they will probably be interested in making donations to support
that project, particularly if they currently have to pay obscene licensing
fees.
Anyway, pursuing this idea would definitely require at least some
individual's to be activist supporters of free software (besides just
programming).

> As a model how to think about SPI: Think about it as a democracy. The BOD
> is an elected body of the membership and on behalf of the membership
> bestows powers on the officers and the committees.
>
I believe you're talking about either a republic using a parliamentary
system. A direct democracy would require voting on everything. Even I'm
not as activist as that ;-) I definitely believe in the delegation of
responsibility, it's just where do we draw the line of accountability and
control.

Lynn