Re: Resolution 1999-08-02.nl: Bylaws Changes

-----BEGIN PGP SIGNED MESSAGE-----
Hash: SHA1

I hereby propose the following changes to the current Bylaws of Software in
the Public Interest, Inc. These changes were presented to and discussed
with the membership of the corporation and the general public, and are ready
to be voted on.

The original bylaws for SPI that these changes apply to are available at the
following location:
http://www.spi-inc.org/corporate/spi-bylaws

[Changes: Same as last post except for two wording changes in ARTICLE 5]

- ------------------------------------------------------------------------
- ------------------------------------------------------------------------
- -- CHANGES TO THE BYLAWS -----------------------------------------------
- ------------------------------------------------------------------------
- ------------------------------------------------------------------------

ARTICLE ONE - ORGANIZATION
ARTICLE TWO - PURPOSE
These two articles may not be changed, as they are taken from SPI's
Certificate of Incorporation.

ARTICLE THREE - MEMBERSHIP
[completely rewritten - will replace current article three]

Membership in this organization shall be open to all who meet the approval
of the membership committee. Members have the right and responsibility of
overseeing the board members, officers, and committees and ensuring that
they operate in accordance with the goals and principles of the
organization. All board members, officers, and committees are ultimately
responsible to the membership, and should act in accordance with its
wishes.

Contributing and non-contributing memberships are available within
this organization. Members agree to support the principles and help
further the goals of this organization. All membership applications and
renewals will be reviewed by the Membership Committee. Applicants must
meet the criteria set forth in the charter of the Membership Committee.

Members wishing to leave the organization may do so at any time by
notifying the membership committee in writing of their desire for the
membership to be terminated.

Contributing Members
- --------------------

To become a contributing member the applicant must apply for a
contributing membership. The application must include a list of
contributions made to the free software community.

The contributing membership will expire as specified in the membership
committee charter. The member will be notified before the expiration of
the membership and will be asked to send a renewal application with a list
of projects or free software related activities that they have
participated in within the previous membership term. If the membership is
not renewed, the member status will be downgraded to a non-contributing
member. To again become a contributing member at a later time, the member
can simply follow the renewal process.

Board members, by virtue of their office, are automatically granted the
status of contributing members.

Non-contributing Membership
- ---------------------------

To become a non contributing member, the applicant must apply for a
non-contributing membership. This membership will not expire.

To become a contributing member at a later time, non-contributing members
should follow the application process for contributing members.

ARTICLE FOUR - MEETING
[no changes]

ARTIVLE FIVE - VOTING
[completely rewritten- will replace current article five]

Any contributing member of SPI is eligible to vote. Non contributing
members of SPI may not vote. Each voting member shall have exactly one
vote. All ballots shall be open ballots except for any ballot concerning
the election or removal of elected officials.

At all meetings, except for the election of officers and directors, all
votes shall be viva voce, or electronically cast except that for election of
officers ballots shall be provided and there shall not appear any place on
such ballot any mark or marking that might tend to indicate the person who
cast such ballot.

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 simple
majority (>50%) being in favor of the issue in question.

At any regular or special meeting if a majority so requires, any question
may be voted upon in the manner and style deemed appropriate by the
secretary of the organization or chairman of the meeting.

All votes shall be viva voce or electronically cast in a manner provided
for by the Secretary. Votes and tallies are not revealed during voting
but votes cast are listed after the election is over. The ballots for the
election of officers shall be kept secret even after the vote is over.

No inspector of election shall be a candidate for office or shall be
personally interested in the question voted upon.

Resolutions
- -----------

Resolutions are voted on by the board of directors. Resolutions may be put
before the board for consideration. If the board decides not to consider
an issue, the membership may vote on the resolution. The membership may
also override a vote of the board by a 2/3 majority vote.

ARTICLE SIX - ORDER OF BUSINESS
[not changed]

ARTICLE SEVEN - BOARD OF DIRECTORS

[Only the first sentence is changed for clarification]

The business of this organization shall be managed by a Board of Directors
consisting of eight to 12 members, four of whom shall be the officers of
this organization.

ARTICLE EIGHT - OFFICERS
[remove the names of the officers and replace with the following text:]

The officers of this organization shall hold the positions of President,
Vice President, Secretary, and Treasurer. The names and positions of the
current officers are found in Appendix A of these bylaws.

ARTICLE NINE - SALARIES
[no change]

ARTICLE TEN - COMMITTEES
[completely rewritten - will replace the current article nine]

Committees are an extension of the board of directors and take care of the
day to day business of the organization. They should not be formed for
one-time or short term situations.

Committees are governed by the board of directors and are accountable to
the board and the membership.

Committees may propose resolutions and motions within the scope of their
charter. Discussions should be held in a public forum, but the committee
may have private discussions if they are deemed necessary.

Committee Charter
- -----------------

The committee charter completely describes the rights and responsibilities
of the committee, as well as its structure, membership policies, and any
other relevant details. The charter should also provide an outline for how
discussions will be conducted, and how the membership and public are to be
informed of its actions. Charters are issued and revoked by the board of
directors. The charter shall be put before the membership for review and
discussion before it is voted on by the board of directors.

The charter shall also define the membership structure of the committee.
Both contributing and non contributing members are eligible to serve on
committees.

Permanent Committees
- --------------------

Permanent committees are in charge of issues that are vital to the basic
functionality of the organization. Their charters shall not be revoked but
may be modified by the board of directors if necessary.

The permanent committees shall be as follows:

- - Membership Committee
This committee is responsible for handling all membership related
issues, including verifying the identity of new members and ensuring that
the membership rules are being observed.

- - Administrative Committee
This committee is responsible for maintaining the computers and other
technical systems that Software In The Public Interest, Inc. is using and
other technical resources.

ARTICLE ELEVEN - DUES
[no change]

ARTICLE TWELVE - AMENDMENTS
[add a second paragraph to this section]

Appendices containing organizational information shall not require a vote
of the membership for modification. They may be modified by a 2/3 vote of
the Board of Directors, unless otherwise stated therein.

APPENDIX A - OFFICERS OF THE COMPANY
[newly added... see article eight changes]

This section shall contain the names and positions of the current officers.
It shall be modified to contain the names of new officers of the
organization when necessary, and shall not require a vote beyond the
approval of the resolution appointing the officers.

The officers of the organization shall be as follows:

President: Ian Jackson
Vice President: Martin Schulze
Secretary: Nils Lohner
Treasurer: Darren Benham

- --
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

-----BEGIN PGP SIGNATURE-----
Version: GnuPG v0.9.9 (SunOS)
Comment: Exmh version 2.1.0 04/14/1999

iD8DBQE3pfOc6bDGniaEYuMRAhvoAJ0fv717yhIEGZV5maJ8qVDa19Pz0gCfTqm/
NF4D5QFfpfLQOBO3aH1P2M8=
=suTM
-----END PGP SIGNATURE-----

Nils Lohner wrote:
>
>
> I hereby propose the following changes to the current Bylaws of Software in
> the Public Interest, Inc. These changes were presented to and discussed
> with the membership of the corporation and the general public, and are ready
> to be voted on.
>
> The original bylaws for SPI that these changes apply to are available at the
> following location:
> http://www.spi-inc.org/corporate/spi-bylaws
>
>
> [Changes: Same as last post except for two wording changes in ARTICLE 5]
>
> ------------------------------------------------------------------------
> ------------------------------------------------------------------------
> -- CHANGES TO THE BYLAWS -----------------------------------------------
> ------------------------------------------------------------------------
> ------------------------------------------------------------------------
>
> ARTICLE ONE - ORGANIZATION
> ARTICLE TWO - PURPOSE
> These two articles may not be changed, as they are taken from SPI's
> Certificate of Incorporation.

I'd like to remind you of my thoughts from 12/27/98:

----
ARTICLE TWO - PURPOSE

Currently only software is mentioned. This would not be a problem if
we would start from scratch but since one of our supported projects is
OpenHardware we must not only mention software but also hardware.

Thus some paragraphes need to be changed:

The first paragraph also doesn't mention the source, I'm astonished it
only alks about free beer, not freedom.

<original>
* To create, form and establish an organization to formulate and
provide software systems for use by the general public without
charge;
</original>

<Joey>
* To create, form and establish an organization to formulate and
provide software and hardware systems for use by the general
public without charge and with entire source/specifications
published.
</Joey>

<original>
* to endeavor to monitor and improve the quality of currently
existing publicly available software;
* to support, encourage and promote the creation and development of
software available to the general public;
</original>

<Joey>
* to endeavor to monitor and improve the quality of currently
existing available free software and hardware;
* to support, encourage and promote the creation and development of
free software and hardware available to the general public;
</Joey>

Do we really need the following purpose? I feel that this is the job
of the Electronic Frontier Foundation (EFF) and we should not
overstress our jobs.

* to provide information and education regarding the proper use of
the Internet;
* to organize, hold and conduct meetings, discussions and forums on
contemporary issues concerning the use of computers and computer
software;
* to organize, hold and conduct meetings, discussions and forums on
contemporary issues concerning the use of computers and computer
software and hardware;

Do we need the following?

* to foster, promote and increase access to software systems
available to the general public;
* to aid, assist, cooperate, co-sponsor and otherwise engage in
concerted action with private, educational and governmental
organizations and associations on all issues and matters
concerning the use of computers and computer software
and generally
* to endeavor to promote, foster and advance interest in computers
and computer software by all available means and methods.
----

>
> ARTICLE THREE - MEMBERSHIP
> [completely rewritten - will replace current article three]
>
> Membership in this organization shall be open to all who meet the approval
> of the membership committee. Members have the right and responsibility of
> overseeing the board members, officers, and committees and ensuring that
> they operate in accordance with the goals and principles of the
> organization. All board members, officers, and committees are ultimately
> responsible to the membership, and should act in accordance with its
> wishes.
>
> Contributing and non-contributing memberships are available within
> this organization. Members agree to support the principles and help
> further the goals of this organization. All membership applications and
> renewals will be reviewed by the Membership Committee. Applicants must
> meet the criteria set forth in the charter of the Membership Committee.
>
> Members wishing to leave the organization may do so at any time by
> notifying the membership committee in writing of their desire for the
> membership to be terminated.

Missing: What is a member? Does it need to be a natural person? Or
is a person by law (i.e. a company or a natural person) sufficient
as well?

> Contributing Members
> --------------------
>
> To become a contributing member the applicant must apply for a
> contributing membership. The application must include a list of
> contributions made to the free software community.

This includes donations, right?

> The contributing membership will expire as specified in the membership
> committee charter. The member will be notified before the expiration of
> the membership and will be asked to send a renewal application with a list
> of projects or free software related activities that they have
> participated in within the previous membership term. If the membership is
> not renewed, the member status will be downgraded to a non-contributing
> member. To again become a contributing member at a later time, the member
> can simply follow the renewal process.
>
> Board members, by virtue of their office, are automatically granted the
> status of contributing members.
>
>
> Non-contributing Membership
> ---------------------------
>
> To become a non contributing member, the applicant must apply for a
> non-contributing membership. This membership will not expire.
>
> To become a contributing member at a later time, non-contributing members
> should follow the application process for contributing members.

Should? They "have to".

>
> ARTICLE FOUR - MEETING
> [no changes]
>
>
> ARTIVLE FIVE - VOTING
> [completely rewritten- will replace current article five]
>
> Any contributing member of SPI is eligible to vote. Non contributing
> members of SPI may not vote. Each voting member shall have exactly one
> vote. All ballots shall be open ballots except for any ballot concerning
> the election or removal of elected officials.
>
> At all meetings, except for the election of officers and directors, all
> votes shall be viva voce, or electronically cast except that for election of
> officers ballots shall be provided and there shall not appear any place on
> such ballot any mark or marking that might tend to indicate the person who
> cast such ballot.
>
> 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 simple
> majority (>50%) being in favor of the issue in question.
>
> At any regular or special meeting if a majority so requires, any question
> may be voted upon in the manner and style deemed appropriate by the
> secretary of the organization or chairman of the meeting.
>
> All votes shall be viva voce or electronically cast in a manner provided
> for by the Secretary. Votes and tallies are not revealed during voting
> but votes cast are listed after the election is over. The ballots for the
> election of officers shall be kept secret even after the vote is over.
>
> No inspector of election shall be a candidate for office or shall be
> personally interested in the question voted upon.

----
ARTICLE FIVE - VOTING

I would feel better if we would require digitally signed mails for
any voting. I don't think that online voting by voce via IRC is
described well. In my oppinion this should be rephrased.
----

> Resolutions
> -----------
>
> Resolutions are voted on by the board of directors. Resolutions may be put
> before the board for consideration. If the board decides not to consider
> an issue, the membership may vote on the resolution. The membership may
> also override a vote of the board by a 2/3 majority vote.
>
>
> ARTICLE SIX - ORDER OF BUSINESS
> [not changed]
>
>
> ARTICLE SEVEN - BOARD OF DIRECTORS
>
> [Only the first sentence is changed for clarification]
>
> The business of this organization shall be managed by a Board of Directors
> consisting of eight to 12 members, four of whom shall be the officers of
> this organization.
>
>
>
> ARTICLE EIGHT - OFFICERS
> [remove the names of the officers and replace with the following text:]
>
> The officers of this organization shall hold the positions of President,
> Vice President, Secretary, and Treasurer. The names and positions of the
> current officers are found in Appendix A of these bylaws.
>
>
> ARTICLE NINE - SALARIES
> [no change]
>
>
> ARTICLE TEN - COMMITTEES
> [completely rewritten - will replace the current article nine]
>
> Committees are an extension of the board of directors and take care of the
> day to day business of the organization. They should not be formed for
> one-time or short term situations.
>
> Committees are governed by the board of directors and are accountable to
> the board and the membership.
>
> Committees may propose resolutions and motions within the scope of their
> charter. Discussions should be held in a public forum, but the committee
> may have private discussions if they are deemed necessary.

Missing is information who forms or appoints such a committee.

>
> Committee Charter
> -----------------
>
> The committee charter completely describes the rights and responsibilities
> of the committee, as well as its structure, membership policies, and any
> other relevant details. The charter should also provide an outline for how
> discussions will be conducted, and how the membership and public are to be
> informed of its actions. Charters are issued and revoked by the board of
> directors. The charter shall be put before the membership for review and
> discussion before it is voted on by the board of directors.
>
> The charter shall also define the membership structure of the committee.
> Both contributing and non contributing members are eligible to serve on
> committees.
>
>
> Permanent Committees
> --------------------
>
> Permanent committees are in charge of issues that are vital to the basic
> functionality of the organization. Their charters shall not be revoked but
> may be modified by the board of directors if necessary.
>
> The permanent committees shall be as follows:
>
> - Membership Committee
> This committee is responsible for handling all membership related
> issues, including verifying the identity of new members and ensuring that
> the membership rules are being observed.
>
> - Administrative Committee
> This committee is responsible for maintaining the computers and other
> technical systems that Software In The Public Interest, Inc. is using and
in the
> other technical resources.
>
>
> ARTICLE ELEVEN - DUES
> [no change]
>
>
> ARTICLE TWELVE - AMENDMENTS
> [add a second paragraph to this section]
>
> Appendices containing organizational information shall not require a vote
> of the membership for modification. They may be modified by a 2/3 vote of
> the Board of Directors, unless otherwise stated therein.
>
>
> APPENDIX A - OFFICERS OF THE COMPANY
> [newly added... see article eight changes]
>
> This section shall contain the names and positions of the current officers.
> It shall be modified to contain the names of new officers of the
> organization when necessary, and shall not require a vote beyond the
> approval of the resolution appointing the officers.
>
> The officers of the organization shall be as follows:
>
> President: Ian Jackson
> Vice President: Martin Schulze
> Secretary: Nils Lohner
> Treasurer: Darren Benham
>

Regards,

Joey

--
There are lies, statistics and benchmarks.

Please always Cc to me when replying to me on the lists.