Identification of problems

Hello,

It looks like we have decided on our voting procedure, first secretary
(Taral), and our output. Therefore, we're ready to start working!

(I'd like to remind everyone that we can always alter out output later if
circumstances warrant.)

The first step is identification of problems. Our agenda states:

> 2. Identification of problems
> Our charter contains a list of things we are to consider, and also leaves
> the door open for us to identify other problems. This stage should be
> solely the formation of a list of things we agree need help, and in the
> next stage, we'll decide whether each problem should be fixed by
> a bylaws amendment, and if so, how to do so.

So this is not the stage where we decide whether a problem is one that can
be solved by a bylaws amendment. It is not the stage where we decide
what the solution is. It's just an identification of problems, and we'll
get to the others later.

I propose we handle it this way:

1. Each of us reads the bylaws, list archives, etc., making a list of
problems we see. We send this list to spi-bylaws(at)lists(dot)spi-inc(dot)org(dot)
We will also accept input from the membership here (like always).

2. I will also send a list of the problems the Board directed us to consider
to the list.

3. The secretary takes these lists and distills them into a single document,
eliminating duplicates.

4. We evaluate this document to see if there are things listed that
are not actual problems. We should try to not add any new items
at this point.

5. The secretary removes anything we decide is not an actual problem and
posts the modified document.

That is, there is no debate prior to #4. This will help keep us focused and
avoid debating the same topic twice.

I'm thinking it might take about a week to do #1 and #2, and a few days for
#3, depending on Taral's availability, and a couple days to two weeks for
#4, depending on our level of initial consensus. So we're looking at
completing the identification of problems stage by early March at the
latest, which is about where we need to be to meet our deadlines.

As a reminder to interested visitors, our overall agenda is at
http://lists.spi-inc.org/pipermail/spi-bylaws/2003/000011.html

-- John

>>>>> In article <20030206224028(dot)GA3407(at)christoph(dot)complete(dot)org>, John Goerzen <jgoerzen(at)complete(dot)org> writes:

> I propose we handle it this way:

> 1. Each of us reads the bylaws, list archives, etc., making a list
> of problems we see. We send this list to
> spi-bylaws(at)lists(dot)spi-inc(dot)org(dot) We will also accept input from
> the membership here (like always).

I suggest that we also look at the by-laws of other free
software organizations to see how they handle things, perhaps some
if them incorporate solutions to problems thatmay not have occurred
to us.

In particular, I bring to your attention the following:
http://www.apache.org/foundation/bylaws.html,
http://www.python.org/psf/bylaws.html,
http://www.jabber.org/jsf/bylaws.php

Unfortunately, only the jabber by-laws even consider
non-physical meetings; and one of the major problems we have been
set to address is the inability of the board to function, because of
failing to meet quorum, etc.

Some of the problems I can identify off the top of my head are
a) Real time meetings are hard to schedule at a time conenient to a
globally distributed set of directors.
b) Having real time meetings during work days precludes control over
being able to schedule time for these meetings; often, the
requirements of the workplace must needs come first.
c) inability to act unless there is a real time meeting; a mode
where major arguments for each item on the agenda can be
presented a priori and offline, and allow people to vote either
before (send in votes for agenda items before the meeting, to be
opened by the chair, or to send or change votes after the
meeting, offline, in case the meeting minutes changes ones
mind). This is not as good as being present in real time, and in
person, but does prevent the board from being stymyied.
d) Identification of, and action for truly missing members of the
board; we need to allow people to take vacation/sabbatticals;
radical solutions like the board has X members, a fraction of
those are active, when someone needs to be away, they move to the
inactive set, and poll is taken of the inactive members to see
which ones can return to active duty, perhaps in a FIFO manner.

manoj
--
"You don't go out and kick a mad dog. If you have a mad dog with
rabies, you take a gun and shoot him." Pat Robertson, TV Evangelist,
about Muammar Kadhafy
Manoj Srivastava <srivasta(at)acm(dot)org> <http://www.datasync.com/%7Esrivasta/>
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On Thu, Feb 06, 2003 at 04:40:28PM -0600, John Goerzen wrote:
> 2. I will also send a list of the problems the Board directed us to consider
> to the list.

That list includes:

* Election of board members by SPI membership

* Recall of board members (presumably by the membership)

* Specific authorization for the Board to regulate their conduct,
including explicit power to determine other methods of passing
resolutions.

* Review and clarification of guidelines for granting contributing
membership.

On Thu, Feb 06, 2003 at 04:40:28PM -0600, John Goerzen wrote:
> 1. Each of us reads the bylaws, list archives, etc., making a list of
> problems we see. We send this list to spi-bylaws(at)lists(dot)spi-inc(dot)org(dot)
> We will also accept input from the membership here (like always).

And now for my list:

* Nowhere in the bylaws does it state that articles one and two are
immutable and not subject to the amendment procedure of Article 12.
Source: http://www.spi-inc.org/corporate/resolutions/resolution-1999-09-21.nl

* Article three, first para, last sentence: "should act" could be changed
to "must act" to give it some more teeth.

* Also, article 3 is vague on just who the "membership" is -- does it
include non-contributing members? Elsewhere, we see that only
contributing members can vote -- if "membership" includes
non-contributing members, then how are the board/officers to be held
responsible to them?

* Article 3, contributing members section, 2nd para, first sentence:
"will make" seems no longer applicable.

* Article 4. Several comments here:

+ First, I would like to point out that holding a meeting
"electronically" is not limited to IRC or real-time. E-mail clearly
falls under that category.

+ Secondly, the current practice of the Board meeting monthly does
seem to be within the Board's powers, given that the President or
two board members can agree to set a meeting at anytime besides the
quarterly.

+ However, the practice of meetings by e-mail seems to be out-of-order.
We will want to discuss if the e-mail meetings are a good idea, and if
so, explicitly authorize them.

And specific article 4 problems:

+ Article 4 does not address whether board meetings are public, whether
meetings are public, and the degree of public or membership access
to board happenings.

+ The difference between annual and quarterly meetings is not clear.

+ The whole quorum problem.

+ Minutes of meetings held by e-mail should be public.

* Article 5:

+ We have had a problem attaining this quorum. We may want to
investigate that.

+ The bylaws as written do not approve of Condorcet voting.

+ The bylaws do not address the question of members added while a vote
is taking place. I think it would be better to restrict eligible
voters to those of record as of the time the vote starts, so as to
avoid having a moving quorum target.

+ The "Votes and tallies" paragraph is confusing.

+ There is no provision for dealing with votes in the absence of the
secretary. Nor is there a provision for appointing an alternate
vote-taker in the event of a conflict of interest. There is a
statement that this cannot happen, but not a statement of what
happens then.

+ All resolutions up for consideration, and those passed or rejected,
should be publically displayed, along with their status. Failing
to do so precludes the membership's right to overrule the Board.

+ Powers of the board, or limitations thereof, to interfere in an
election are not enumerated.

* Article 6 -- item 2 should be "reading and approval" of minutes.

* Article 6 -- what the heck is "good and welfare"? "Adjournment" is
misspelled. Also, it is unclear whether this order of business applies
to all or any of annual meetings, quarterly meetings, and special
meetings.

* Article 7 comments:

+ Paragraph three is fairly clear that the e-mail business is completely
out of order.

+ The directors are to be chosen in the same manner and style as the
officers, but no procedure for the officers is given in the bylaws.
This is a serious problem, and we should consider allowing the
membership to do all these things.

+ The quorum occurs here as well. Why do we list that and the
July thing both places?

+ The "balance of the year" is unclear, and should probably be stated
"until July" or something. Further, we should put this power in the
membership's hands.

+ It says that the secretary is elected by the board, but this seems
at odds with board members being chosen in the same way as officers.

+ The membership is not given a say in the removal of board
members.

+ The notion of a vacancy is vague, given that there are variable numbers
of positions available in the board.

* Article 8

+ Treasurer's report must be "physically affixed"?

* Article 10

+ General comment: perhaps having more committees will relieve the need
for e-mail voting by the board, if the committeess take care of
day to day business? It seems this is stating that the board should
NOT be concerning itself with that.

+ Who is responsible for deeming private discussions necessary is not
stated.

+ What form does the membership review and discussion take for the
charter review?

+ SPI should be required to maintain a current public website listing
all committees, their current membership, and charter.

* The board should not have power to impose dues, and all increases in
dues imposed on membership should first receive the affirmative vote of
the membership.

* Prior versions of the bylaws should be made available.

On Fri, 14 Feb 2003 09:35:05 -0600
John Goerzen <jgoerzen(at)complete(dot)org> wrote:
> + First, I would like to point out that holding a meeting
> "electronically" is not limited to IRC or real-time. E-mail
> clearly falls under that category.
>
> + Secondly, the current practice of the Board meeting monthly does
> seem to be within the Board's powers, given that the President or
> two board members can agree to set a meeting at anytime besides
> the quarterly.
>
> + However, the practice of meetings by e-mail seems to be
> out-of-order.
> We will want to discuss if the e-mail meetings are a good idea,
> and if so, explicitly authorize them.

I would suggest instead that you omit all references to _any_ types of
meeting in the by-laws. By-laws are supposedly to be helpful to an
organisation; unless there is a real need, limiting their meetings to
some given forum will only serve to ... well, limit them :)

I would suggest, instead, that a mandate for a certain number of
meetings be held in a certain time period, with minutes available
publicaly after <x> days. Leave it at that, and let the board conduct
business as is most suitable to both the business at hand and the
members of the board themselves.

> + The directors are to be chosen in the same manner and style as
> the
> officers, but no procedure for the officers is given in the
> bylaws. This is a serious problem, and we should consider
> allowing the membership to do all these things.

Voting is not an end unto itself; it was created to solve specific
problems. Mainly, populaces were getting abused quite wholeheartedly. We
can see in the world around us that, now, people who have been elected
to power have found ways to abuse the populace nevertheless.

Elections aren't a magic bullet.

If you take the time to provide a run-down of what problems in SPI it
solves, and how it will let SPI do more business and better business,
I'll take the time to explain how it might do the opposite :)

(I won't bother if everybody here is hell-bent on voting because it's
currently the fashion.)

> + The membership is not given a say in the removal of board
> members.

Yeah, I do rather agree that the membership should be allowed to remove
board members.

> + Treasurer's report must be "physically affixed"?

This is probably for legal/accounting purposes.

David,

Thanks for the mail. Right now, we are still in the "gathering potential
problems" phase. You are welcome to submit potential problems at this time,
but we are not going to be holding discussion/debate on them until we have
all of them in and the secretary has had a chance to condense them into one
document. Otherwise, with the dozens or hundreds of submissions we will be
dealing with, it will be almost impossible to insure that we have dealt with
each one, especially given that multiple people may submit the same item.

Our overall "moving forward" picture will be to first discuss whether each
item on the list is really a problem that is within the scope of our
committee to fix, and then on the pared-down list, to decide what fix to
advance.

Anyway, the nutshell version is: your comments are welcome, but the time for
them hasn't quite arrived yet.

-- John

>>>>> In article <20030214120441(dot)10166231(dot)david(at)eelf(dot)ddts(dot)net>, David B Harris <david(at)eelf(dot)ddts(dot)net> writes:

> I would suggest instead that you omit all references to _any_ types
> of meeting in the by-laws. By-laws are supposedly to be helpful to
> an organisation; unless there is a real need, limiting their
> meetings to some given forum will only serve to ... well, limit
> them :)

Are we discussing this, then? I disagree: as long as the list
is not meant to be exhaustive, there is no restrictions on the
mechanism of the meeting

> I would suggest, instead, that a mandate for a certain number of
> meetings be held in a certain time period, with minutes available
> publicaly after <x> days. Leave it at that, and let the board
> conduct business as is most suitable to both the business at hand
> and the members of the board themselves.

No. Putting my board member hat on for a moment, the cause
celebre for this committee's formation is because the board could not
act; merely increasing the number of board members is not going to
ameliorate that.

We are meant to investigate methodologies that shall allow
the board to conduct business effectively; and specifically putting
in a process that enables the board to conduct business in a
non-real time format is essential.

I would go so far as to say if we do not address the problem
of making board effective at conducting business (like handling the
veto rule for email resolutions) we shall have failed our charter.

manoj
--
If only you had a personality instead of an attitude.
Manoj Srivastava <srivasta(at)acm(dot)org> <http://www.datasync.com/%7Esrivasta/>
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On Fri, Feb 14, 2003 at 12:38:02PM -0600, Manoj Srivastava wrote:
> Are we discussing this, then? I disagree: as long as the list

Not yet; I'm feebly trying to keep some order to things. If people would
like to do away with the agenda I proposed, please just say so and we'll
establish a new one; otherwise, let's try to stick to it.

I want to remark on your discussion of our charter now, and save my
remarks on the problems highlighted until it is on-topic later:

> I would go so far as to say if we do not address the problem
> of making board effective at conducting business (like handling the
> veto rule for email resolutions) we shall have failed our charter.

Obviously we need to make the board effective.

However, the bylaws committee should not be usurped for personal
preferences, and to presume that we should advocate overriding motions of
the board in a more permanent fashion by putting them in the bylaws does not
seem to serve the long-term interests of SPI. If there is a problem with
the motions the board has passed, the right place to fix it is in the board,
not in this committee -- UNLESS the problem stems from a root deficiency in
the bylaws. For things like e-mail veto rule and weekday board meetings[1],
which are passed by the board and not part of the bylaws, it is only within
our charter to act if it can be shown that this is due to a bylaws problem.

I would add that a case for the e-mail resolutions being a bylaws problem
is clear, as it seems that e-mail voting is not permissible under the
current bylaws. However, assuming that e-mail voting sans veto rule is the
only way to accomplish this is very presumptious -- other people may have
other ideas, and perhaps reorganizing things to stick more closely to the
original intended structure could also solve the problem. I am not
advocating one particular solution or voting against any at this time; just
saying that stating that "we have failed our charter if we do not use this
one particular solution" is silly and prejudicial.

As we work on identifying solutions, we must be mindful that the bylaws are
by definition difficult to modify, and we should ensure that they remain
flexible enough that routine changes in circumstances (changes in
availability of board members for week days / weekends, for instance) can be
accomodated without additional amendments.

[1] http://lists.spi-inc.org/pipermail/spi-bylaws/2003/000035.html

>>>>> In article <20030214193507(dot)GA4370(at)wile(dot)excelhustler(dot)com>, John
>>>>> Goerzen <jgoerzen(at)complete(dot)org> writes:

> I want to remark on your discussion of our charter now, and save my
> remarks on the problems highlighted until it is on-topic later:

>> I would go so far as to say if we do not address the problem of
>> making board effective at conducting business (like handling the
>> veto rule for email resolutions) we shall have failed our charter.

> Obviously we need to make the board effective.

> However, the bylaws committee should not be usurped for personal
> preferences,

Excuse me? What personal preferences? Are you seriously
accusing me of usurping the committee for my iwn personal agenda?

Speaking as a board memeber, the only reason I voted for an
amendment of the bylaws was that the board was ineffective, and there
seemed no remedy under the current by laws.

I suggest you look into the discussion on the board
immediately prior to the formualtion of the by-laws committee for
some of the motivating factors.

> and to presume that we should advocate overriding motions of the
> board in a more permanent fashion by putting them in the bylaws
> does not seem to serve the long-term interests of SPI.

You do not seem to understand a word of what I said. What
motions of the board are we over turning? The board voted to create
a by laws change committee not to have spiffier by laws, but to
ensure the board did not fal l into a state of impotence and
inactivity again.

> If there is a problem with the motions the board has passed, the
> right place to fix it is in the board, not in this committee --

Elucidate. What motions are you referring to?

> UNLESS the problem stems from a root deficiency in the bylaws. For
> things like e-mail veto rule and weekday board meetings[1], which
> are passed by the board and not part of the bylaws, it is only
> within our charter to act if it can be shown that this is due to a
> bylaws problem.

And I suggest we create a mechanism in the by laws that
addresses the issues that lead to the formation of the committee; if
all we are about is minor tweaks of the current by laws and
clarifications of membvership rules, then I believe the commmittee
is largely irrelevant.

> I would add that a case for the e-mail resolutions being a bylaws
> problem is clear, as it seems that e-mail voting is not permissible
> under the current bylaws.

OK.

> However, assuming that e-mail voting sans veto rule is the only way
> to accomplish this is very presumptious -- other people may have
> other ideas, and perhaps reorganizing things to stick more closely
> to the original intended structure could also solve the problem. I
> am not advocating one particular solution or voting against any at

Oh, get off your high horse. I never said that my suggested
solution was the only one feasible -- or even the workable under the
current formulation. It was an example offered as what I see as a
problem in the ways the board currently has to work.

> this time; just saying that stating that "we have failed our
> charter if we do not use this one particular solution" is silly and
> prejudicial.

Bullshit. I am tempted to say you are delibrately
prevaricating. Read what I said.

>> We are meant to investigate methodologies that shall allow
>> the board to conduct business effectively; and specifically putting
>> in a process that enables the board to conduct business in a non-real
>> time format is essential. I would go so far as to say if we do not
>> address the problem of making board effective at conducting business
>> (like handling the veto rule for email resolutions) we shall have
>> failed our charter.

Does the work ``like'' not clue you in to the fact that I am
not wedded to the example I provide of the problem? Did I even
m,ention a bloody solution?

What exactly _is_ your agenda?

manoj
vastly irritated
--
We stand today at a crossroads: One path leads to despair and utter
hopelessness. The other leads to total extinction. Let us hope we
have the wisdom to make the right choice. Woody Allen
Manoj Srivastava <srivasta(at)acm(dot)org> <http://www.golden-gryphon.com/>
1024R/C7261095 print CB D9 F4 12 68 07 E4 05 CC 2D 27 12 1D F5 E8 6E
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The opinions below are mine only and are not intended to speak for John.
Also, I am only responding because I think that you are getting angry
due to misunderstandings and that it's counterproductive to have
committee members angry unnecessarily. As John indicated, we should try
to merely identify problems we see with the bylaws right now, not try to
suggest whether they should or should not be fixed through a bylaws
amendment, or what such an amendment should be, which are steps that we
are planning to do later.

On Fri, Feb 14, 2003 at 01:54:07PM -0600, srivasta(at)acm(dot)org wrote:
> >>>>> In article <20030214193507(dot)GA4370(at)wile(dot)excelhustler(dot)com>, John
> >>>>> Goerzen <jgoerzen(at)complete(dot)org> writes:
>
>
> > However, the bylaws committee should not be usurped for personal
> > preferences,
>
> Excuse me? What personal preferences? Are you seriously
> accusing me of usurping the committee for my iwn personal agenda?

I rather think that he's trying to say that you are mistaken in
believing that we should try to remedy all current problems with SPI's
governance by bylaws amendments. Some can be dealt with through
resolutions.

> You do not seem to understand a word of what I said. What
> motions of the board are we over turning? The board voted to create
> a by laws change committee not to have spiffier by laws, but to
> ensure the board did not fal l into a state of impotence and
> inactivity again.
>
> > If there is a problem with the motions the board has passed, the
> > right place to fix it is in the board, not in this committee --
>
>
> Elucidate. What motions are you referring to?

After reviewing his mail again, I think he's referring to the resolution
authorizing email voting (no, this was not in the bylaws) and the
resolution setting out the meeting schedule. (I'll provide resolution
numbers upon request.)

> > However, assuming that e-mail voting sans veto rule is the only way
> > to accomplish this is very presumptious -- other people may have
> > other ideas, and perhaps reorganizing things to stick more closely
> > to the original intended structure could also solve the problem. I
> > am not advocating one particular solution or voting against any at
>
> Oh, get off your high horse. I never said that my suggested
> solution was the only one feasible -- or even the workable under the
> current formulation. It was an example offered as what I see as a
> problem in the ways the board currently has to work.
>
> > this time; just saying that stating that "we have failed our
> > charter if we do not use this one particular solution" is silly and
> > prejudicial.
>
> Bullshit. I am tempted to say you are delibrately
> prevaricating. Read what I said.

You seem to be interpreting what he said in the way least favorable to
you; other interpretations are also possible (one of which is that he
misunderstood your mail). Since we'll be working together on this
committee for several months and in the rest of SPI for longer than
that, it's probably a good idea to give him the benefit of the doubt in
areas such as this unless there's a good reason not to.

- Jimmy Kaplowitz
jimmy(at)debian(dot)org

On Fri, Feb 14, 2003 at 01:54:07PM -0600, srivasta(at)acm(dot)org wrote:
> > However, the bylaws committee should not be usurped for personal
> > preferences,
>
> Excuse me? What personal preferences? Are you seriously
> accusing me of usurping the committee for my iwn personal agenda?

That was the distinct impression I got from your e-mail. If it is
incorrect, I apologize and am glad to find that out.

> > and to presume that we should advocate overriding motions of the
> > board in a more permanent fashion by putting them in the bylaws
> > does not seem to serve the long-term interests of SPI.
>
> You do not seem to understand a word of what I said. What
> motions of the board are we over turning? The board voted to create

If we were to put the ban on the e-mail voting veto into the bylaws and a
ban on weekday board meetings, that would be:

Resolution 2001-11-26.iwj.1: Email Voting
Resolution 2002-05-07.wta: Regular meeting schedule

> a by laws change committee not to have spiffier by laws, but to
> ensure the board did not fal l into a state of impotence and
> inactivity again.

That is definately one of our top priorities, agreed.

> > If there is a problem with the motions the board has passed, the
> > right place to fix it is in the board, not in this committee --
>
>
> Elucidate. What motions are you referring to?

The same ones as above. The board decided on the meeting schedule and the
e-mail voting procedures. Neither of those is codified in the bylaws.

> And I suggest we create a mechanism in the by laws that
> addresses the issues that lead to the formation of the committee; if
> all we are about is minor tweaks of the current by laws and
> clarifications of membvership rules, then I believe the commmittee
> is largely irrelevant.

No, that is clearly not all that we are about -- as you can see from the
discussion already here. I think there is need for some major overhauls in
certain areas -- but then it is a committee, and if everyone else disagrees,
we may come out with only "tweaks". I don't see anything inherently wrong
with that.

> Oh, get off your high horse. I never said that my suggested
> solution was the only one feasible -- or even the workable under the
> current formulation. It was an example offered as what I see as a
> problem in the ways the board currently has to work.

I took "if we do not address the problem of making board effective at
conducting business (like handling the veto rule for email resolutions) we
shall have failed our charter" to mean that your position was that if bylaws
committee did not strike down that rule, we will have failed our charter.

If that was not what you meant, I again apologize, but honestly, it didn't
even occur to me that you meant anything else.

> >> time format is essential. I would go so far as to say if we do not
> >> address the problem of making board effective at conducting business
> >> (like handling the veto rule for email resolutions) we shall have
> >> failed our charter.
>
> Does the work ``like'' not clue you in to the fact that I am
> not wedded to the example I provide of the problem? Did I even
> m,ention a bloody solution?

I understood it to mean that adopting that particular solution was an
example of solutions you considered mandatory if we are to not have failed
our charter.

> What exactly _is_ your agenda?

I spelled that out pretty clearly. My agenda is:

* To duly undertake the work mandated in our charter;

* To not use the bylaws committee to gratuitously overrule actions of the
Board in a permenant way;

* To make sure that the recommendations we put forth allow flexilibity to
handle routine business without requiring additional amendments.

I understood your remarks to threaten the last two of those, and by
extension, the first. Your most recent e-mail, combined with part b of your
earlier e-mail (which cited weekday meetings as a failure in the bylaws),
led me to that belief, given that neither weekday meetings nor e-mail voting
is specified in the bylaws.

-- John

On Fri, Feb 14, 2003 at 03:14:53PM -0500, Jimmy Kaplowitz wrote:
> On Fri, Feb 14, 2003 at 01:54:07PM -0600, srivasta(at)acm(dot)org wrote:
> > Excuse me? What personal preferences? Are you seriously
> > accusing me of usurping the committee for my iwn personal agenda?
>
> I rather think that he's trying to say that you are mistaken in
> believing that we should try to remedy all current problems with SPI's
> governance by bylaws amendments. Some can be dealt with through
> resolutions.

Sorry, I realized that I mischaracterized you above. I am sure you are
not trying to indicate that _all_ current problems with SPI's governance
should be dealt with through bylaws amendments, and I didn't mean to
suggest that John thought otherwise. I only meant to say that I
understood John to think (as do I) that we should restrict ourselves to
problems with the text of the bylaws themselves, except where another
problem is specifically due to the bylaws. For example, the meeting
schedule is set by resolution, and that can easily be changed without
any action on the part of this committee.

The email voting system can also be changed without any such action,
except that email voting as a whole is probably not authorized by the
bylaws. I think John may have been indicating that it might be a mistake
to specify that too much in the bylaws, but instead modify the bylaws so
that email voting does not violate them. That makes sense to me, too.

But, I'm getting off-topic already. I just wanted to correct my
mischaracterization, for which I apologize.

- Jimmy Kaplowitz
jimmy(at)debian(dot)org

>>>>> In article <20030214202240(dot)GA7247(at)wile(dot)excelhustler(dot)com>, John Goerzen <jgoerzen(at)complete(dot)org> writes:

>> You do not seem to understand a word of what I said. What motions
>> of the board are we over turning? The board voted to create

> If we were to put the ban on the e-mail voting veto into the bylaws
> and a ban on weekday board meetings, that would be:

We can put no such thing in the by laws, we can recommend
changes to the board. The board then changes the by laws. If the
board wants to over turn its own motion, do they not have the right?

The board instituted this ctte to fix what is
wrong. Obviously things are broken; and by holding what came before
as sacrosanct, and diffidently never asking the board to consider
changing the way things were done means we sholl accomplish nothing,
and we may as well stop now and not waste anyones time.

> Resolution 2001-11-26.iwj.1: Email Voting Resolution
> 2002-05-07.wta: Regular meeting schedule

>> a by laws change committee not to have spiffier by laws, but to
>> ensure the board did not fal l into a state of impotence and
>> inactivity again.

> That is definately one of our top priorities, agreed.

Good. I do not presume to know, before we give it due
consideration, the amount of changes that may be required to affect
that.

Artificially limiting ourselves may preclude the most
effective solutions from even bering tabled.

> The same ones as above. The board decided on the meeting schedule
> and the e-mail voting procedures. Neither of those is codified in
> the bylaws.

And nothing precludes us from recommending to the board that
a changed version be in the by laws; they can, and shall, over ride
older motions as they see fit. We should not ever discard working
solution cause the board may have passed a motion at some time in
the past.

The boared is, I hope, amenable to passing new resolutions if
they see the benefits of doing so.

Otherwise, I suspect we shall be more toothless than we need
to be.

> No, that is clearly not all that we are about -- as you can see
> from the discussion already here. I think there is need for some
> major overhauls in certain areas -- but then it is a committee, and
> if everyone else disagrees, we may come out with only "tweaks". I
> don't see anything inherently wrong with that.

Not wrong. Failed our charter, we shall ahve. And fairly
toothles. I expect greater things of this committee.

> I took "if we do not address the problem of making board effective
> at conducting business (like handling the veto rule for email
> resolutions) we shall have failed our charter" to mean that your
> position was that if bylaws committee did not strike down that
> rule, we will have failed our charter.

It was an *EXAMPLE*. We shall ahve failed our charter if we
leave SPI just as liable to fall into impotent inaction if we do not
provide mechanisms to prevent that from happening, and, I suspect,
mere tweaks shall not cut it.

>> What exactly _is_ your agenda?

> I spelled that out pretty clearly. My agenda is:

> * To duly undertake the work mandated in our charter;

> * To not use the bylaws committee to gratuitously overrule actions
> of the Board in a permenant way;

Can't happen. The by laws ctte merely recommends to the
board, and we are not brain dead. Any attempts shall be voted
down, so this agenda item is a no-op anyway.

> * To make sure that the recommendations we put forth allow
> flexilibity to handle routine business without requiring
> additional amendments.

Quite.

> I understood your remarks to threaten the last two of those, and by
> extension, the first. Your most recent e-mail, combined with part
> b of your earlier e-mail (which cited weekday meetings as a failure
> in the bylaws), led me to that belief, given that neither weekday
> meetings nor e-mail voting is specified in the bylaws.

I find such a lack of giving me the benefit of even a
modicum of intelligence insulting. Incidentally, I think your second
point is not fully thought through: you seem to assume this ctte come
s up with a fully formed by laws that go into effect. This is far
from the truth: we shall recommend changes, with our rationale;
the board has the final say.

manoj
--
You can not get anything worthwhile done without raising a sweat. The
First Law Of Thermodynamics What ever you want is going to cost a
little more than it is worth. The Second Law Of Thermodynamics You can
not win the game, and you are not allowed to stop playing. The Third
Law Of Thermodynamics
Manoj Srivastava <srivasta(at)acm(dot)org> <http://www.golden-gryphon.com/>
1024R/C7261095 print CB D9 F4 12 68 07 E4 05 CC 2D 27 12 1D F5 E8 6E
1024D/BF24424C print 4966 F272 D093 B493 410B 924B 21BA DABB BF24 424C

On Fri, Feb 14, 2003 at 03:06:51PM -0600, srivasta(at)acm(dot)org wrote:
> > If we were to put the ban on the e-mail voting veto into the bylaws
> > and a ban on weekday board meetings, that would be:
>
> We can put no such thing in the by laws, we can recommend
> changes to the board. The board then changes the by laws. If the
> board wants to over turn its own motion, do they not have the right?

Actually, we recommend changes to the contributing members, who then change
the bylaws. (See article 12)

> The board instituted this ctte to fix what is
> wrong. Obviously things are broken; and by holding what came before
> as sacrosanct, and diffidently never asking the board to consider
> changing the way things were done means we sholl accomplish nothing,
> and we may as well stop now and not waste anyones time.

You misunderstand my position. I am not advocating holding anything
sacrosanct (save for articles 1 and 2, but that's different).

Rather, I am saying that if the problem is a simple issue with something the
board passed, it is more proper to have the board pass a new resolution
fixing the issue.

I do not have a problem with overriding existing resolutions in the name of
larger reforms.

> Artificially limiting ourselves may preclude the most
> effective solutions from even bering tabled.

That's not what I'm trying to do. I'm just suggesting that if there is a
problem solely with a board's passed resolution, then the board should pass
a new resolution to fix it.

I do not want us to be constrained by past resolutions either. Hence I
wrote this:

JG> If there is a problem with the motions the board has passed, the right
JG> place to fix it is in the board, not in this committee -- UNLESS the
JG> problem stems from a root deficiency in the bylaws.

> And nothing precludes us from recommending to the board that
> a changed version be in the by laws; they can, and shall, over ride
> older motions as they see fit. We should not ever discard working
> solution cause the board may have passed a motion at some time in
> the past.

Agreed.

> It was an *EXAMPLE*. We shall ahve failed our charter if we
> leave SPI just as liable to fall into impotent inaction if we do not
> provide mechanisms to prevent that from happening, and, I suspect,

And with that, I agree.

> > * To duly undertake the work mandated in our charter;
>
> > * To not use the bylaws committee to gratuitously overrule actions
> > of the Board in a permenant way;
>
> Can't happen. The by laws ctte merely recommends to the
> board, and we are not brain dead. Any attempts shall be voted
> down, so this agenda item is a no-op anyway.

It's the membership that does the voting. But I don't want us to be even
advocating that.

> I find such a lack of giving me the benefit of even a
> modicum of intelligence insulting. Incidentally, I think your second
> point is not fully thought through: you seem to assume this ctte come
> s up with a fully formed by laws that go into effect. This is far
> from the truth: we shall recommend changes, with our rationale;
> the board has the final say.

No, I do not hold that opinion. I just find it annoying to write "the
output of the committee, subject to the affirmative vote of the contributing
membership" all the time. I thought this was commonly-enough understood.

However, the board does NOT have the final say. It is in the hands of the
membership. Article 12.

-- John

Can you please stop CCing the board list on this discussion ?
Those of us on the board who want to take an interest are doing so via
the bylaws list. Speaking personally, the board list goes to a
different mailbox for me, which is getting quite clogged up !

Thanks,
Ian.

Totally agree with Ian.

I am reading along via the web archive. CCing the board list is not
raising my level of attention.

I haven't put in my two cents because: a) I'm not on the committee and
b)I'm too busy dying my hair pink for St. Valentine's day. So, clearly,
you can see I have to address things in order of priority.

The tone of this discussion is emblematic of precisely the kind of
problems we are trying to solve. Getting to where we can conduct
business without getting embroiled in continous counter productive
flaming is critical to the future of our organization.

Maybe we need to write a referee into the bylaws. Put people in a
penalty box when they make off-topic personal remarks. I don't know.
Whatever it takes. That's what you guys are here to figure out. As far
as I am concerned nothing is sacred if a more sensible alternative is
posited.

Anyway, please squelch your desire to snipe at each other and focus on
getting our business procedures streamlined.

On Fri, 2003-02-14 at 15:39, Ian Jackson wrote:
> Can you please stop CCing the board list on this discussion ?
> Those of us on the board who want to take an interest are doing so via
> the bylaws list. Speaking personally, the board list goes to a
> different mailbox for me, which is getting quite clogged up !
>
> Thanks,
> Ian.
>
> _______________________________________________
> Spi-board mailing list
> Spi-board(at)lists(dot)spi-inc(dot)org
> http://lists.spi-inc.org/cgi-bin/listinfo/spi-board
--
_____________________________________________________________________
Ean Schuessler ean(at)brainfood(dot)com
Chief Technology Officer 214-720-0700 x 315
Brainfood, Inc. http://www.brainfood.com

>>>>> In article <20030214212302(dot)GA11706(at)wile(dot)excelhustler(dot)com>, John
>>>>> Goerzen <jgoerzen(at)complete(dot)org> writes:

> Actually, we recommend changes to the contributing members, who
> then change the bylaws. (See article 12)

What exactly does article 12 have to do with this committee?
Sure, the members may vote on whatever they want to. But this
committee was commissioned by the board, and set with a specific
charter -- but not without over sight. I view my inclusion as the
boards representative as part of the over sight -- te other part is
a thorough review of the recommendation of the committee.

The board set this ctte in place to investigate the potential
benefits of changes in by laws, with one of the major goals being
changing the by laws to allow the board to operate more
efficiently. There was never an intention to create a committee at
large, which would bypass the review process of the board.

> Rather, I am saying that if the problem is a simple issue with
> something the board passed, it is more proper to have the board
> pass a new resolution fixing the issue.

The board has created this committee to investigate and see
if a solution can be devised, If we discover that there is some
resolution the board may pass that fixes everything, then no doubt
the resolution shall be passed.

> I do not have a problem with overriding existing resolutions in the
> name of larger reforms.

Good.

>> Artificially limiting ourselves may preclude the most effective
>> solutions from even bering tabled.

> That's not what I'm trying to do. I'm just suggesting that if
> there is a problem solely with a board's passed resolution, then
> the board should pass a new resolution to fix it.

We are here to discover how to fix the problems. If indeed a
resolution of the board is found to be the rot cause, we can say so.

JG> If there is a problem with the motions the board has passed, the
JG> right place to fix it is in the board, not in this committee --
JG> UNLESS the problem stems from a root deficiency in the bylaws.

So you want the board to appoint another cvommittee to study
the problem? Why? We already are looking into the issue; if we deem
that the board can solve everything by fixing a resolution, for gods
sake let us say so, and not keep mum because it goes beyond some
bureaucratic determination that it is not our place to point out
that kind of solution.

> It's the membership that does the voting. But I don't want us to
> be even advocating that.

And ultimately the membership sjhall, when the board presents
the final set of by-laws. This is an advisory committee. Ket us not
go around bypassng the board that created us.

> However, the board does NOT have the final say. It is in the hands
> of the membership. Article 12.

The board shall present a final draft for the membership to
vote on, and then they have the final say. In the meanwhile, let us
not try to escape board oversight.

manoj
--
Hmmm ... a PINHEAD, during an EARTHQUAKE, encounters an ALL-MIDGET
FIDDLE ORCHESTRA ... ha ... ha ...
Manoj Srivastava <srivasta(at)acm(dot)org> <http://www.golden-gryphon.com/>
1024R/C7261095 print CB D9 F4 12 68 07 E4 05 CC 2D 27 12 1D F5 E8 6E
1024D/BF24424C print 4966 F272 D093 B493 410B 924B 21BA DABB BF24 424C

On Fri, Feb 14, 2003 at 11:26:41PM -0600, srivasta(at)acm(dot)org wrote:
> >>>>> In article <20030214212302(dot)GA11706(at)wile(dot)excelhustler(dot)com>, John
> >>>>> Goerzen <jgoerzen(at)complete(dot)org> writes:
>
> > Actually, we recommend changes to the contributing members, who
> > then change the bylaws. (See article 12)
>
> What exactly does article 12 have to do with this committee?

I was merely responding to your statement that "the board then changes the
by laws". This is not correct; the membership alone has that power.

I have no disagreement that the board has oversight over this, and all,
committees.

> > Rather, I am saying that if the problem is a simple issue with
> > something the board passed, it is more proper to have the board
> > pass a new resolution fixing the issue.
>
> The board has created this committee to investigate and see
> if a solution can be devised, If we discover that there is some
> resolution the board may pass that fixes everything, then no doubt
> the resolution shall be passed.

No disagreement here.

> > That's not what I'm trying to do. I'm just suggesting that if
> > there is a problem solely with a board's passed resolution, then
> > the board should pass a new resolution to fix it.
>
> We are here to discover how to fix the problems. If indeed a
> resolution of the board is found to be the rot cause, we can say so.

Exactly. That's the process we'll be starting in the coming week, once our
secretary has compiled the lists of problems that have been submitted. I
assume if we decide that a given problem is better solved with a new board
resolution, you would convey this message to the board?

> JG> If there is a problem with the motions the board has passed, the
> JG> right place to fix it is in the board, not in this committee --
> JG> UNLESS the problem stems from a root deficiency in the bylaws.
>
> So you want the board to appoint another cvommittee to study
> the problem? Why? We already are looking into the issue; if we deem
> that the board can solve everything by fixing a resolution, for gods
> sake let us say so, and not keep mum because it goes beyond some
> bureaucratic determination that it is not our place to point out
> that kind of solution.

I agree with that. I think that there is a misunderstanding here.

I am saying that we should identify those problems now, and by all means
communicate them to the board -- through whatever way is best -- but then
not include them in a recommendation for an amendment to the bylaws.

> And ultimately the membership sjhall, when the board presents
> the final set of by-laws. This is an advisory committee. Ket us not
> go around bypassng the board that created us.

Our charter says that we transmit our final report both to the board and to
the membership. I in no way advocate doing anything other than that, and
once our output is sent, our work is done and the committee is dissolved.
It will then be up to the board, and ultimately the membership, to do what
it wants with our output. There are several scenarios:

* The board could endorse our recommendations without changes.

* The board could propose an alternate version to the membership.

* The board could do nothing about it.

* The membership could approve our proposal, the board's, an entirely
different one, or none at all.

* Other situations could arise as well.

I don't think it's within the power of this committee to decide what happens
after our report is issued; after all, the committee will be dissolved by
then. I think we should focus on producing the best set of recommendations
we can, delivering them duly to the board and the membership as our charter
requires. I leave the events that happen after our work is done in the
capable hands of the board and the SPI membership.

> > Howeaver, the board does NOT have the final say. It is in the hands
> > of the membership. Article 12.
>
> The board shall present a final draft for the membership to
> vote on, and then they have the final say. In the meanwhile, let us
> not try to escape board oversight.

I have seen no attempt to escape board oversight. We obviously exist and
act at the board's pleasure. There is no attempt to evade the oversight of
the board, or to do an "end run" around them. The board certainly posesses
the power to modify our output and issue their own draft, and I am not
discouraging that action.

By the same token, let's not forget that the board cannot compel the
membership to vote on only their draft. The membership has the power to
vote on a different draft -- even one submitted by someone that is not an
SPI member. This is what I mean when I say that the membership has the
final say, as it is the membership that must approve any bylaws changes in
the end.

As a final note, since all our actions are 100% public, there is no way we
could "hide" from either the board or the membership.

-- John