Re: proposed replacement bylaws

For as long as I can remember (that means on the order of 12 years on the
board and 10 years as president of SPI), we have been aware that there
were problems with the existing bylaws of the organization.

The problems with the current bylaws we really need to fix include:

- the bylaws do not comprehend the idea of board meetings on IRC
- the rules the board voting by email are intractable
- there is a hard requirement to hold an annual general meeting on
the first day of July, which is rarely convenient due to national
holidays, etc
- in a number of places, the bylaws seem to contradict themselves

At least once in history, we formed a committee to recommend changes,
but nothing useful ever came out of those activities. Some months ago,
I decided to try a different approach. I asked our friends at the
Software Freedom Law Center to draft a complete replacement for SPI's
bylaws, intended to be as simple and clear as possible, while capturing
our current operating practices in a legal and supportable fashion.

At our in-person board meeting earlier this year, the board members
present worked with Mishi Choudhary from SFLC on the details, and for
some weeks we've had a draft set of bylaws that everyone on the board
seems to be comfortable with. I present them here for review and
discussion, after which I hope we can have a vote of the contributing
membership to adopt these as SPI's bylaws for the future.

Regards,

Bdale Garbee
SPI President

Bdale Garbee writes ("proposed replacement bylaws"):
> For as long as I can remember (that means on the order of 12 years on the
> board and 10 years as president of SPI), we have been aware that there
> were problems with the existing bylaws of the organization.
>
> The problems with the current bylaws we really need to fix include:
>
> - the bylaws do not comprehend the idea of board meetings on IRC
> - the rules the board voting by email are intractable
> - there is a hard requirement to hold an annual general meeting on
> the first day of July, which is rarely convenient due to national
> holidays, etc
> - in a number of places, the bylaws seem to contradict themselves

- The bylaws do not comprehend that we want to elect the board,
so that in theory the board elections are advisory.

Ian.

Bdale Garbee <bdale(at)gag(dot)com> writes:

> At our in-person board meeting earlier this year, the board members
> present worked with Mishi Choudhary from SFLC on the details, and for
> some weeks we've had a draft set of bylaws that everyone on the board
> seems to be comfortable with. I present them here for review and
> discussion, after which I hope we can have a vote of the contributing
> membership to adopt these as SPI's bylaws for the future.

I've read over the new bylaws and they seem entirely reasonable to me,
having recently done a similar adventure for X.org.

--
-keith

Bdale Garbee writes ("proposed replacement bylaws"):
> At our in-person board meeting earlier this year, the board members
> present worked with Mishi Choudhary from SFLC on the details, and for
> some weeks we've had a draft set of bylaws that everyone on the board
> seems to be comfortable with. I present them here for review and
> discussion, after which I hope we can have a vote of the contributing
> membership to adopt these as SPI's bylaws for the future.

Thanks. It is, in general, admirably clear, and I think with a bit of
work it will be a jolly good thing.

My comments in detail:

Art III s4

The mebers' meeting requisition should be 10% of the _Contributing_
members.

Is the part "... shall constitute presence in person at a meeting"
really effective in US law ?

Art III s8

This is very confusing. Is it the intent to abolish quorum
requirement for meetings of the members ?

Art IV s3

This seems to define annually-relected Directors, biannually-reelected
ones, and triannually-reelected ones. The wording has perhaps been
borrowed from a transitional arrangement ? I think this needs to be
fixed.

Art IV s5

There should be a power for Contributing members to remove a Director.

Art IV s8

Why the long list of communications methods here (and in IV.11) but
not in Art III s4 ?

Art XI s1

Amending the bylaws should require the consent of the Contributing
membership, not of the Baord.

Ian.

>
>
>
> Art IV s3
>
> This seems to define annually-relected Directors, biannually-reelected
> ones, and triannually-reelected ones. The wording has perhaps been
> borrowed from a transitional arrangement ? I think this needs to be
> fixed.
>

The phrase 'Initial Directors' refers to the first set of Directors at the
creation of SPI, and
the staggered term arrangements applied only to the organization's first
three years.

If this section describes what actually occurred during the first three
years of SPI,
and if one-third of the Directors are elected each year,
then this section is correct.

-susan

Susan Spencer <susan(dot)spencer(at)gmail(dot)com> writes:

> If this section describes what actually occurred during the first three
> years of SPI, and if one-third of the Directors are elected each year,
> then this section is correct.

I wasn't present at the original founding of the organization, but our
model of operation for a number of years is to try and re-elect a third
of the directors each year to three year terms. We were advised to
include the startup language even though we clearly aren't just starting
up... so I think this is ok as it stands.

Bdale

Ian Jackson <ijackson(at)chiark(dot)greenend(dot)org(dot)uk> writes:

> Bdale Garbee writes ("proposed replacement bylaws"):
>> At our in-person board meeting earlier this year, the board members
>> present worked with Mishi Choudhary from SFLC on the details, and for
>> some weeks we've had a draft set of bylaws that everyone on the board
>> seems to be comfortable with. I present them here for review and
>> discussion, after which I hope we can have a vote of the contributing
>> membership to adopt these as SPI's bylaws for the future.
>
> Thanks. It is, in general, admirably clear, and I think with a bit of
> work it will be a jolly good thing.
>
>
> My comments in detail:
>
>
> Art III s4
>
> The mebers' meeting requisition should be 10% of the _Contributing_
> members.
>
> Is the part "... shall constitute presence in person at a meeting"
> really effective in US law ?

Yes.

> Art III s8
>
> This is very confusing. Is it the intent to abolish quorum
> requirement for meetings of the members ?

Yes. When combined with the notice requirements, et al, this seemed
like a significant improvement over the highly problematic quorum
requirements in the original bylaws, and is apparently in line with what
many other non-profit organizations do.

> Art IV s3
>
> This seems to define annually-relected Directors, biannually-reelected
> ones, and triannually-reelected ones. The wording has perhaps been
> borrowed from a transitional arrangement ? I think this needs to be
> fixed.

Already replied separately, we can certainly talk about this more if
needed.

> Art IV s5
>
> There should be a power for Contributing members to remove a Director.

Seems like a good idea. Would a simple majority of contributing members
attending a duly-called general meeting suffice?

> Art IV s8
>
> Why the long list of communications methods here (and in IV.11) but
> not in Art III s4 ?

Good question. I recall discussion leading to the simpler language in
3.4, I'm not aware of any reason we couldn't use the same language in
each instance.

> Art XI s1
>
> Amending the bylaws should require the consent of the Contributing
> membership, not of the Baord.

We talked about this for a while, and the decision to allow the board to
modify the bylaws was a conscious one. This was certainly at least in
part a knee-jerk reaction to the difficulty of meeting quorum
requirements for a bylaws modification under the existing bylaws, but
it's also true that bylaws modifications in the hands of the board is
the more typical case in the non-profit world today... and it led us to
be comfortable simplifying some parts of the bylaws beyond what we
otherwise might. Things like the number of board members being a
constant, frequency of meetings, etc.

So, I guess there's a trade-off here. We can have really simple bylaws
and give the board the ability to modify them, trusting that our nearly
complete transparency of operations and the legal context in which we
operate provide the ability to observe and react should the board ever
"go nuts". I'm quite comfortable with this approach, but I recognize
that not everyone may be.

Comments from others on this particular "design decision" in the bylaws
would be welcome.

Bdale

Bdale Garbee writes ("Re: proposed replacement bylaws"):
> Ian Jackson <ijackson(at)chiark(dot)greenend(dot)org(dot)uk> writes:
> > Art IV s5
> >
> > There should be a power for Contributing members to remove a Director.
>
> Seems like a good idea. Would a simple majority of contributing members
> attending a duly-called general meeting suffice?

I think so, yes.

> > Art XI s1
> >
> > Amending the bylaws should require the consent of the Contributing
> > membership, not of the Baord.
>
> We talked about this for a while, and the decision to allow the board to
> modify the bylaws was a conscious one. This was certainly at least in
> part a knee-jerk reaction to the difficulty of meeting quorum
> requirements for a bylaws modification under the existing bylaws, but
> it's also true that bylaws modifications in the hands of the board is
> the more typical case in the non-profit world today... and it led us to
> be comfortable simplifying some parts of the bylaws beyond what we
> otherwise might. Things like the number of board members being a
> constant, frequency of meetings, etc.
>
> So, I guess there's a trade-off here. We can have really simple bylaws
> and give the board the ability to modify them, trusting that our nearly
> complete transparency of operations and the legal context in which we
> operate provide the ability to observe and react should the board ever
> "go nuts". I'm quite comfortable with this approach, but I recognize
> that not everyone may be.

The question is very fundamental: is this organisation governed by a
self-perpetuating board, or is it governed by the contributing
members ?

I'm aware that most US nonprofits have self-perpetuating boards. I
find this rather odd. (I find it rather odd when I see it done in the
UK too, but here it is far from universal.)

But SPI is supposed to be, ultimately, governed by its contributing
members.

We have here a set of bylaws that subjects the board members to
election, and (if you agree with me above) to recall by the
membership. But with the current draft the supremacy of the
membership can be simply anulled at will by the board, simply by
amending the bylaws.

Hopefully SPI won't end up with such conflict between the membership
and the board, as (for example) the UK Labour Party between its MPs
and its individual members. But the function of bylaws, rules, etc.,
is to regulate such conflicts and they should (as far as we can) be
functional and DTRT if such a conflict should arise.

If fixing the quorum for members' meetings is not felt to be
sufficient to make amending the bylaws easy enough, we could have a
`negative consent procedure': the board would promulate a prospective
amendment, which would become effective if not annulled within (say) 3
months by a meeting of the members. It would probably be a good idea
to reduce the requisition threshold for such a members' meeting.

Ian.

> On Jul 3, 2016, at 9:34 AM, Bdale Garbee <bdale(at)gag(dot)com> wrote:
>
>> Art XI s1
>>
>> Amending the bylaws should require the consent of the Contributing
>> membership, not of the Baord.
>
> […]
>
> Comments from others on this particular "design decision" in the bylaws
> would be welcome.

FWIW, OBF’s (Open Bioinformatics Foundation) bylaws leave changing them to the Board, but require a 2/3 majority of Board members present (and of course quorum among the Board, which is 75%). This makes it nearly impossible for a minority of the Board to “go rogue”. In practice, we have changed them once so far, in part as preparation for joining SPI [1].

We use a Markdown source document and Git/GitHub for version controlling our bylaws. Changes are held as a pull request until approval by the Board. This makes it easy to create a transparent and clear record of changes under consideration, alongside a record of everyone’s comments, whether from the Board, membership, or an interested but not formally affiliated person.

I agree with the SPI Board that it’s important for them to have the power to adapt the bylaws swiftly and predictably when needed. That said, there's also nothing that prevents them from putting changes to a vote by the membership anyway and to treat the result as binding. This is what we decided to do for the question whether to join OBF or not [2].

-hilmar

[1] https://www.open-bio.org/wiki/Minutes:2012_Sep_ConfCall
[2] https://news.open-bio.org/2012/10/12/obf-now-spi-associated/

--
Hilmar Lapp -:- lappland.io

Ian Jackson <ijackson(at)chiark(dot)greenend(dot)org(dot)uk> writes:

> We have here a set of bylaws that subjects the board members to
> election, and (if you agree with me above) to recall by the
> membership. But with the current draft the supremacy of the
> membership can be simply anulled at will by the board, simply by
> amending the bylaws.

The mechanism for recovering from this would be a lawsuit filed by the
membership. It's an insane plan, but would only happen if the board went
truly insane itself. I believe the threat of such an action will be
sufficient to prevent it from ever happening.

You may know that X.org had a membership voting requirement for changing
bylaws and that the result was it took nearly two years to adjust the
bylaws in some fairly minor ways to allow X.org to join SPI.

It seems like we can either have a fairly weak vote of the membership or
a strong vote of the board. The strong requirements in the proposed
bylaws require near consensus among the board, which should prevent even
a well organized group of board members from effecting any unwarranted
changes.

--
-keith

On 7/3/16 9:34 AM, Bdale Garbee wrote:
> So, I guess there's a trade-off here. We can have really simple bylaws
> and give the board the ability to modify them, trusting that our nearly
> complete transparency of operations and the legal context in which we
> operate provide the ability to observe and react should the board ever
> "go nuts". I'm quite comfortable with this approach, but I recognize
> that not everyone may be.
>
> Comments from others on this particular "design decision" in the bylaws
> would be welcome.

It's certainly something that has stood out as a concern for me.

Until now, the SPI board functions mainly in a caretaker role. As long
as the individuals chosen are nice to each other and don't lose the
money, then everything is going fine and the members don't really have
to pay too much attention. But if the system is changed so that the
board can, even in theory, unilaterally change major aspects of the
organization, then it will require a lot more day-to-day scrutiny, and
elections might become more political. That's not necessarily bad, but
it would be a significant deviation from existing practice.

Also, if I'm reading this correctly, the board can call a meeting to
amend the bylaws simply by emailing the directors (not even the
membership) seven days ahead of time. So bylaw changes could be done
and dusted before casual observers have even caught up with their email.

I understand the problems that some organizations have had getting
enough of the membership to vote on fundamental reorganizations. But
there are probably some ways we can fix *that* problem. Examples off
the top of my head:

- Trim the voting membership more aggressively. If an important vote
fails because of quorum, for the next time reset the quorum to those who
voted.

- Create a public comment period of, say, 30 days. If $N members voice
formal concerns, then the change needs to go to a vote by the full
membership; otherwise the board can pass it. That would allow the board
to easily make technical changes to the bylaws but leave political
changes to the membership.

I'm not sure why there is this need to be able to amend the bylaws
quickly when they are written in a general way anyway. If the bylaws
are written in a very general way, they shouldn't have to be changed all
the time.

On 07/02/2016 06:43 AM, Bdale Garbee wrote:
> - the rules the board voting by email are intractable

Just FYI, some of these rules are mandated by NY corporate law.

Bdale Garbee writes ("Re: proposed replacement bylaws"):
> Susan Spencer <susan(dot)spencer(at)gmail(dot)com> writes:
> > If this section describes what actually occurred during the first three
> > years of SPI, and if one-third of the Directors are elected each year,
> > then this section is correct.
>
> I wasn't present at the original founding of the organization, but our
> model of operation for a number of years is to try and re-elect a third
> of the directors each year to three year terms. We were advised to
> include the startup language even though we clearly aren't just starting
> up... so I think this is ok as it stands.

I really can't see how it can be OK as it stands. It doesn't describe
the actual situation.

If the startup language needs to be there, then it should be framed
with something like "initially, at the first set of board elections in
[year]:"

And then there should be a new paragraph "Thereafter: ..." which
explains how everything is done.

Would you like me to suggest actual wording ?

Ian.

Keith Packard writes ("Re: proposed replacement bylaws"):
> Ian Jackson <ijackson(at)chiark(dot)greenend(dot)org(dot)uk> writes:
> > We have here a set of bylaws that subjects the board members to
> > election, and (if you agree with me above) to recall by the
> > membership. But with the current draft the supremacy of the
> > membership can be simply anulled at will by the board, simply by
> > amending the bylaws.
>
> The mechanism for recovering from this would be a lawsuit filed by the
> membership. It's an insane plan, but would only happen if the board went
> truly insane itself. I believe the threat of such an action will be
> sufficient to prevent it from ever happening.

The membership would lose the lawsuit because the board's actions
would have been lawful.

> It seems like we can either have a fairly weak vote of the membership or
> a strong vote of the board. The strong requirements in the proposed
> bylaws require near consensus among the board, which should prevent even
> a well organized group of board members from effecting any unwarranted
> changes.

I'm firmly of the view that the board should not be permitted to
change the bylaws against the opposition of the membership.

Ian.

Peter Eisentraut writes ("Re: proposed replacement bylaws"):
> - Create a public comment period of, say, 30 days. If $N members voice
> formal concerns, then the change needs to go to a vote by the full
> membership; otherwise the board can pass it. That would allow the board
> to easily make technical changes to the bylaws but leave political
> changes to the membership.

This would be fine by me. It is a reasonable compromise. This kind
of approach, where things can go through with an easy process unless
there are objections, in which case a fuller heavier process is used,
is a very common pattern in governance structures.

In this case $N needs to be much less than the 10% for requisitioning
a members' meeting. An absolute number like six or ten would do.

TBH I'm not sure though why, with the new arrangements for members'
meetings, it would be difficult to convene a meeting of the members to
approve new bylaws.

> I'm not sure why there is this need to be able to amend the bylaws
> quickly when they are written in a general way anyway. If the bylaws
> are written in a very general way, they shouldn't have to be changed all
> the time.

And I agree with this.

Changes to bylaws should not generally be made (and should not need to
be made) to deal with a specific political issue. In general[1],
issues should be dealt with under the rules as they stand, and rules
changes should be done with the benefit of hindsight. Otherwise you
end up with political disagreements escalating into rules change
fights.

[1] Of course it can be that the rules really are broken, so I
wouldn't say that it was always wrong for one side in a dispute to try
to change the rules mid-argument.

But, inevitably, the reasonableness of such an attempt will be
contested. And the groundrules should not make it too easy. A robust
set of rules will usually make it more practical for each side to
/use/ the rules to achieve the desired decision, than to start messing
with the rulebook. This is normally achieved by making rules changes
slow, and having them require greater approval than routine decisions.

The current draft does the opposite. Membership appoints the "wrong"
board member ? Never mind, change the bylaws to effectively
retrospectively annul the election. This kind of thing has actually
happened in other organisations. (Do I need to provide references?)

Now, I trust (and hope!) that none of the existing SPI board would do
anything like that. Indeed if I thought this was an immiment threat I
would have been pushing hard to fix the bylaws properly as a matter of
urgency. But since we are now fixing the bylaws we should fix them so
they say what we mean, and in particular to ensure that SPI is
actually controlled by the membership.

"Controlled by the contributing membership" means that if there is a
serious disagreement between the views of the contributing membership,
and of the board, the bylaws ensure that the views of the membership
prevail.

Ian.

On Sun, Jul 03, 2016 at 03:34:12PM +0200, Bdale Garbee wrote:
> Ian Jackson <ijackson(at)chiark(dot)greenend(dot)org(dot)uk> writes:
>
> So, I guess there's a trade-off here. We can have really simple bylaws
> and give the board the ability to modify them, trusting that our nearly
> complete transparency of operations and the legal context in which we
> operate provide the ability to observe and react should the board ever
> "go nuts". I'm quite comfortable with this approach, but I recognize
> that not everyone may be.

I suppose a lot of people would consider a board changing the bylaws without
approval from the members to be going nuts.

Cheers,
Bill.

> On Jul 4, 2016, at 8:17 AM, Bill Allombert <Bill(dot)Allombert(at)math(dot)u-bordeaux1(dot)fr> wrote:
>
> On Sun, Jul 03, 2016 at 03:34:12PM +0200, Bdale Garbee wrote:
>> Ian Jackson <ijackson(at)chiark(dot)greenend(dot)org(dot)uk> writes:
>>
>> So, I guess there's a trade-off here. We can have really simple bylaws
>> and give the board the ability to modify them, trusting that our nearly
>> complete transparency of operations and the legal context in which we
>> operate provide the ability to observe and react should the board ever
>> "go nuts". I'm quite comfortable with this approach, but I recognize
>> that not everyone may be.
>
> I suppose a lot of people would consider a board changing the bylaws without
> approval from the members to be going nuts.

Yeah, exactly. And more specifically, a Board unilaterally changing bylaws *against* stated opposition from the membership would seem an exemplary case of a Board gone rogue. I.e., I can’t imagine an SPI Board that unilaterally changes SPI’s bylaws against the membership’s opposition yet continues to be completely benign in all other ways.

A Board that has gone rogue can do a lot more damage than unilaterally changing bylaws - it is an existential threat to the organization as a whole. Identifying specific places where there could be damage from a rogue Board and then writing into the bylaws ways to limit that particular damage seems a futile exercise to me. Instead, the focus should be on preventing (or minimizing the risk of) the Board going rogue in the first place.

A Board can go rogue if it is vulnerable to the risk of being taken over by a small but determined minority. In public service, this typically happens for boards for which members are publicly elected but for which most eligible voters are unaware or uninterested in the election, resulting in very low turnout. In such cases, buying even only 500 votes can effect the outcome. See your local School Board.

If people here are so concerned about the SPI Board going rogue (as indeed we should be), then I suggest to focus on ensuring that the bylaws minimize the risk of the Board getting taken over by a determined minority to begin with.

For example, the current SPI Board election process allows for rogue candidates to get onto the Board without a vote if the number of Board candidates does not exceed the number of vacant seats. This condition has happened repeatedly in the past, including last year. Anyone can nominate themselves and be on the ballot, no vetting or approval by the existing Board required. Even if a vote is required, the election turnout is so low every year that it doesn’t take much organizing by a minority to effect the outcome. Technically, 25% of the Board can constitute a majority for Board votes, including for changes of the bylaws (50% quorum, simple majority required). It is not uncommon that several SPI Board members are absent from an SPI Board meeting.

(FWIW, at OBF new Board members are elected by the Board. Board quorum is 75%, bylaws changes require 2/3 majority.)

So, IMHO, the SPI Board is quite vulnerable to rogue take-over (and given the organization’s considerable financial assets, it’s not too hard to come up with motivations for a take-over). If this is a concern (I certainly think it should be!), this is what I would suggest focusing on to fix, rather than trying to limit the damage after take-over by hamstringing the Board.

-hilmar

--
Hilmar Lapp -:- lappland.io

Hilmar Lapp writes ("Re: proposed replacement bylaws"):
> On Jul 4, 2016, at 8:17 AM, Bill Allombert <Bill(dot)Allombert(at)math(dot)u-bordeaux1(dot)fr> wrote:

> > I suppose a lot of people would consider a board changing the
> > bylaws without approval from the members to be going nuts.
>
> Yeah, exactly. And more specifically, a Board unilaterally changing
> bylaws *against* stated opposition from the membership would seem an
> exemplary case of a Board gone rogue. I.e., I can’t imagine an SPI
> Board that unilaterally changes SPI’s bylaws against the
> membership’s opposition yet continues to be completely benign in all
> other ways.

Well, indeed. But the question is, once a board starts to show signs
of nuttitude, what do you do ?

The usual answer is to fire them and/or hold members' meetings to
overturn the bad decisions. But legally, the current draft bylaws
would make it possible for the board to nullify any such attempts.

Most of the danger scenarios you paint involve apathy or acquiescence
(on the part of directors or contributing members). I agree that
apathy and acquiescence can be a problem. But I think in general that
nuttitude would come on gradually.

In other organisations where the executive has gone out of control,
there have been plenty of signs. When the executive prevails in a
programme that the members disagree with, it wasn't because of apathy
amongst the members. It was because the organisation's rules gave the
executive the uppor hand.

And, the low election turnout is one reason why the primacy of the
contributing membership needs to be preserved.

Ian.

This is a huge improvement, thanks Bdale.

I have a number of comments as I read through it. I have not had a chance
to read the whole thread yet so my apologies if some of these points have
already been covered.

*Article 3, Section 8: Quorum*
"Members entitled to cast a majority of the total number of votes entitled
to be cast thereat shall constitute a quorum at a meeting of members for
the transaction of any business. "

I don't like this phrasing; it is too convoluted. If the intent is to say
that a Quorum is achieved when a majority of voters is present, then it
should say that. But no member is entitled to cast a majority of votes, so
looking for several members who are each entitled to cast a majority of
votes as is implied is liable to cause future disagreements.

*Article 3, Section 9: Voting*
This should be a touch more specific. It currently reads: "All issues to be
voted on shall be decided by a simple majority of those present at the
meeting in which the vote takes place." but should read "All issues to be
voted on shall be decided by a simple majority of [-those- +contributing
members+] present at the meeting in which the vote takes place."

*Article 3: Section 8 and 9* together need to be more specific about the
type of meeting at which these rules apply. It is clear, but implicit, that
it is at a membership and not at a board meeting, but that should be
explicit.

*Article 4, Section 1, sub 2:*
Suggest minor edit:
"Select all Officers for the organization and approve the members of any
standing [+or special+] committee appointed by the President"

*Article 4, Section 2: Number*
This specifies the board at exactly 9 members, while current rules permit
between 8 and 12 members and we stick to 9 by convention and because
achieving our arcane quorum requirements is easier with a number divisible
by 3. Do we wish to remove the flexibility we have in the size of the
board? Philosophical question to be decided, but my suggestion would be to
leave it a little bit more flexible.

*Article 4, Section 3: Election and Term of Office*
Suggest some changes here to make a smoother transition:

"Directors are elected by [-the plurality of-] a vote of Contributing
members [+in a manner described by Board resolution and accepted by the
Membership; no such system may change once a voting process is under way+].
The Directors shall hold office for 3 year terms[+.+] [-The initial
Directors shall be divided into three (3) equal groups, one-third (1/3) of
them to serve for an initial term of one (1) year, one-third (1/3) to serve
for an initial term of two (2) years, and one-third (1/3) to serve for an
initial term of three (3) years.-] [+The Board shall, whenever possible, be
divided into three (3) equal groups, in order for one-third (1/3) of the
Board to be up for election at each annual election cycle. Board seats not
vacant at the time of the adoption of these bylaws shall be counted from
the time at which they were actually filled. The Board is responsible for
ensuring that one-third annual parity is achieved.+]

*Article 4, Section 4: Qualification for directors*
This changes our practices. Current practice is that you are a contributing
member by virtue of being elected to the board. These new bylaws require
you to already be a contributing member to serve on the board. It is
important to decide which way we want to do this; my take is anyone who can
seek and win an election to be a Board member should be eligible to be so,
whether or not they were a contributing member at the start, but more to
the point leaving the power of deciding who is a contributing member in the
Board's hands could result in a Board disqualifying someone's membership in
order to disqualify their board nomination, which at the very least must be
expressly forbidden.

*Article 4, Section 5: Removal*
IMO this should also require notice to the contributing membership, not
only the Board.

*Article 4, section 7: *vacancies, subclause b contradicts Article 4,
section 2 (as noted earlier)
"(b) an increase in the authorized number of Directors by resolution of the
Board; or"

*Article 4, Section 8: Meetings:*
Meetings of the Board may be held at any place as the Board may from time
to time fix. ((The annual meeting of the Board shall be held at a date,
time and place fixed by the Board. -- should the Annual Meeting not be an
Annual General Meeting of the Membership rather than of the board?)) [+The
Board must meet a minimum of four times per calendar year.+] Special
meetings of the Board shall be held whenever called by the President of the
Board or any Director upon written demand of not less than [-three-]
one-third [+of the+] Directors of the Board. Meetings may be conducted by
means of telephone or internet relay chat or video conference or similar
communications equipment provided that all persons participating in the
meeting can participate at the same time. Participation by such means shall
constitute presence in person at a meeting.

*Article 4, Section 9: Notice of meetings*

I would suggest that we retain the practice of informing the contributing
membership of board meetings and do so in the by-laws. I would therefore
suggest the following paragraph be added:

Contributing members must be offered a practical means to be informed of
the date, time, and location of a Board meeting at the same time as the
Members of the Board. Any contributing member may attend any Board meeting
without participating unless the Board, by unanimous consent of all Board
members present, decides that, for a stated reason, a meeting or a portion
of a meeting must be held in camera. The names of all Board and
contributing members present shall be recorded in the minutes of the
meeting.

*Article 4, Section 10: Quorum*
Note that quorum is currently at 2/3 of board members and this changes it
to 1/2+1. That's a philosophical question that we need to decide.

*Article 4, Section 12: Action by the Board*
Any action required or permitted to be taken by the Board or any committee
thereof may be taken without a meeting if all Directors of the Board or the
committee consent in writing via email to the adoption of a resolution
authorizing the action. A record of such action shall be maintained [+and
provided to the contributing membership+].

*Article 4, Section 13 *introduces the concept of "Independent Directors"
without defining them.

*Article 5, Section 2: Election and Term of Office*
"The Officers of the organization shall be elected for a one year term at
[+the first Board meeting following the Annual General Meeting of the
membership+] [-the annual meeting of the Board-], and each shall continue
in office until his or her successor shall have been elected and qualified,
or until his or her death, resignation or removal."

*Article 6, Section 2, sub b:*

I do not believe a subcommittee of the Board should be authorised to modify
the by-laws. I'll come back to that later as this is dealt with again in
the bylaws.

*Article 8: Fiscal year*

I believe our fiscal year currently starts on July 1 rather than January 1.
It should be modified to be consistent with existing practice.

*Article 11, Section 1: Amendments*

This has to be redesigned. The Board, or a committee designated by the
Board, can and should revise and propose changes to the by-laws, but any
such changes, in my opinion, must be put to and accepted by a supermajority
of the contributing membership. Changes to by-laws should not be taken
lightly and these by-laws already give the Board sufficient power to
administer the organisation through regulation that changing the by-laws
willy-nilly should never be necessary.

At the very end, under the current by-laws the Board does not have the
unilateral power to adopt the new by-laws. They must be accepted by, as I
recall, 2/3 of the contributing membership.

David

On Sat, Jul 2, 2016 at 9:43 AM, Bdale Garbee <bdale(at)gag(dot)com> wrote:
>
> For as long as I can remember (that means on the order of 12 years on the
> board and 10 years as president of SPI), we have been aware that there
> were problems with the existing bylaws of the organization.
>
> The problems with the current bylaws we really need to fix include:
>
> - the bylaws do not comprehend the idea of board meetings on IRC
> - the rules the board voting by email are intractable
> - there is a hard requirement to hold an annual general meeting on
> the first day of July, which is rarely convenient due to national
> holidays, etc
> - in a number of places, the bylaws seem to contradict themselves
>
> At least once in history, we formed a committee to recommend changes,
> but nothing useful ever came out of those activities. Some months ago,
> I decided to try a different approach. I asked our friends at the
> Software Freedom Law Center to draft a complete replacement for SPI's
> bylaws, intended to be as simple and clear as possible, while capturing
> our current operating practices in a legal and supportable fashion.
>
> At our in-person board meeting earlier this year, the board members
> present worked with Mishi Choudhary from SFLC on the details, and for
> some weeks we've had a draft set of bylaws that everyone on the board
> seems to be comfortable with. I present them here for review and
> discussion, after which I hope we can have a vote of the contributing
> membership to adopt these as SPI's bylaws for the future.
>
> Regards,
>
> Bdale Garbee
> SPI President
>
>
> _______________________________________________
> Spi-general mailing list
> Spi-general(at)lists(dot)spi-inc(dot)org
> http://lists.spi-inc.org/listinfo/spi-general
>

David Graham writes ("Re: proposed replacement bylaws"):
> This is a huge improvement, thanks Bdale.

Thanks for your detailed review. I agree with many of your comments.

> Article 4, Section 4: Qualification for directors
>
> This changes our practices. Current practice is that you are a
> contributing member by virtue of being elected to the board. These
> new bylaws require you to already be a contributing member to serve
> on the board. It is important to decide which way we want to do
> this; my take is anyone who can seek and win an election to be a
> Board member should be eligible to be so, whether or not they were a
> contributing member at the start, but more to the point leaving the
> power of deciding who is a contributing member in the Board's hands
> could result in a Board disqualifying someone's membership in order
> to disqualify their board nomination, which at the very least must
> be expressly forbidden.

I think in general it is a problem that a gone-nuts (using the
terminology from the other thread) Board might stack the membership
and/or get rid of `troublemakers'.

I don't have a very good answer to this. One approach would be that
removal of contributing membership should take effect only after a
specific length of time (2 months maybe?), giving time for the
membership to bring the board to heel.

As for stacking the membership, maybe there should be some kind of
limit on the rate at which new members are admitted, or some kind of
formal ratification (even if only by negative resolution) by the
membership ?

Would it be tolerable to make the full membership list, and the names
of prospective contributing members, public (at least to the other
contributing members) ?

If so then we could have the Board publish the names of the
prospective new contributing members, and have them be automatically
ratified in (say) a month, unless a contrary resolution is passed by a
members' meeting ?

Ian.

On 07/04/2016 08:52 AM, David Graham wrote:
> This is a huge improvement, thanks Bdale.
>
> I have a number of comments as I read through it. I have not had a
> chance to read the whole thread yet so my apologies if some of these
> points have already been covered.
>
> *Article 3, Section 8: Quorum
> *
> "Members entitled to cast a majority of the total number of votes
> entitled to be cast thereat shall constitute a quorum at a meeting of
> members for the transaction of any business. "
>
> I don't like this phrasing; it is too convoluted. If the intent is to
> say that a Quorum is achieved when a majority of voters is present, then
> it should say that. But no member is entitled to cast a majority of
> votes, so looking for several members who are each entitled to cast a
> majority of votes as is implied is liable to cause future disagreements.

IIRC: This just means:

Those members that show up and can (contributing members) vote equates
to quorum.

>
> *Article 3, Section 9: Voting
> *
> This should be a touch more specific. It currently reads: "All issues to
> be voted on shall be decided by a simple majority of those present at
> the meeting in which the vote takes place." but should read "All issues
> to be voted on shall be decided by a simple majority of [-those-
> +contributing members+] present at the meeting in which the vote takes
> place."

We already define the types of members who can and can not vote in
Article 3, Section 3.

>
> *Article 3: Section 8 and 9* together need to be more specific about the
> type of meeting at which these rules apply. It is clear, but implicit,
> that it is at a membership and not at a board meeting, but that should
> be explicit.

This is explicit through the Article 3, (membership).

>
> *Article 4, Section 1, sub 2:
> *
> Suggest minor edit:
> "Select all Officers for the organization and approve the members of any
> standing [+or special+] committee appointed by the President"

The adding of the word special is redundant. What is the idea behind it?

>
> *Article 4, Section 2: Number
> *
> This specifies the board at exactly 9 members, while current rules
> permit between 8 and 12 members and we stick to 9 by convention and
> because achieving our arcane quorum requirements is easier with a number
> divisible by 3. Do we wish to remove the flexibility we have in the size
> of the board? Philosophical question to be decided, but my suggestion
> would be to leave it a little bit more flexible.

I believe the idea is that it could be changed by the board so it wasn't
necessary to deal with.

>
> *Article 4, Section 3: Election and Term of Office
> *
> Suggest some changes here to make a smoother transition:
>
> "Directors are elected by [-the plurality of-] a vote of Contributing
> members [+in a manner described by Board resolution and accepted by the
> Membership; no such system may change once a voting process is under
> way+]. The Directors shall hold office for 3 year terms[+.+] [-The
> initial Directors shall be divided into three (3) equal groups,
> one-third (1/3) of them to serve for an initial term of one (1) year,
> one-third (1/3) to serve for an initial term of two (2) years, and
> one-third (1/3) to serve for an initial term of three (3) years.-] [+The
> Board shall, whenever possible, be divided into three (3) equal groups,
> in order for one-third (1/3) of the Board to be up for election at each
> annual election cycle. Board seats not vacant at the time of the
> adoption of these bylaws shall be counted from the time at which they
> were actually filled. The Board is responsible for ensuring that
> one-third annual parity is achieved.+]

I am not seeing value in the added wording. What is the problem we are
trying to solve with it?

>
> *Article 4, Section 4: Qualification for directors
> *
> This changes our practices. Current practice is that you are a
> contributing member by virtue of being elected to the board. These new
> bylaws require you to already be a contributing member to serve on the
> board. It is important to decide which way we want to do this; my take
> is anyone who can seek and win an election to be a Board member should
> be eligible to be so, whether or not they were a contributing member at
> the start, but more to the point leaving the power of deciding who is a
> contributing member in the Board's hands could result in a Board
> disqualifying someone's membership in order to disqualify their board
> nomination, which at the very least must be expressly forbidden.

I think changing it to the new way is fine but I am also not opposed to
the way we do it now.

>
> *Article 4, Section 5: Removal
> *
> IMO this should also require notice to the contributing membership, not
> only the Board.

In spirit I agree with you but then we get into this idea of what is
notification? Do we email the list? Do we email each individual member?
Does it end up as a -announce or on the website?

>
> *Article 4, section 7: *vacancies, subclause b contradicts Article 4,
> section 2 (as noted earlier)
> "(b) an increase in the authorized number of Directors by resolution of
> the Board; or"

Not conflicts, is dependent on. We have to have 9, if we increase that
to 13 the resolutions and votes that will have to reflect that.

>
> *Article 4, Section 8: Meetings:
> *
> Meetings of the Board may be held at any place as the Board may from
> time to time fix. ((The annual meeting of the Board shall be held at a
> date, time and place fixed by the Board. -- should the Annual Meeting
> not be an Annual General Meeting of the Membership rather than of the
> board?)) [+The Board must meet a minimum of four times per calendar
> year.+]

I do not see a benefit in adding that the board needs to meet four times
per calendar year. Obviously it is good to meet but forcing meetings of
the board doesn't really help anything. We are supposed to meet at least
once per year no matter what (by law).

> Special meetings of the Board shall be held whenever called by
> the President of the Board or any Director upon written demand of not
> less than [-three-] one-third [+of the+] Directors of the Board.

Good catch.

>
> *Article 4, Section 9: Notice of meetings*
>
> I would suggest that we retain the practice of informing the
> contributing membership of board meetings and do so in the by-laws. I
> would therefore suggest the following paragraph be added:
>
> Contributing members must be offered a practical means to be informed of
> the date, time, and location of a Board meeting at the same time as the
> Members of the Board. Any contributing member may attend any Board
> meeting without participating unless the Board, by unanimous consent of
> all Board members present, decides that, for a stated reason, a meeting
> or a portion of a meeting must be held in camera. The names of all Board
> and contributing members present shall be recorded in the minutes of the
> meeting.

If we are going to add something like this, let's just keep it simple:

Contributing members shall be notified of meetings via email to the
contributing members email list.

>
> *Article 4, Section 10: Quorum
> *
> Note that quorum is currently at 2/3 of board members and this changes
> it to 1/2+1. That's a philosophical question that we need to decide.

Actually, it is a practical question. 2/3rds can be hard to reach, not
nearly as difficult as 1/2+1. We have shown through the years that it is
consistently (even if we are much better at it now) to meet 2/3rds.

>
> *Article 4, Section 12: Action by the Board
> *
> Any action required or permitted to be taken by the Board or any
> committee thereof may be taken without a meeting if all Directors of the
> Board or the committee consent in writing via email to the adoption of a
> resolution authorizing the action. A record of such action shall be
> maintained [+and provided to the contributing membership+].

Your wording changes are needed because we are a 501c3 public
corporation and thus all resolutions are public. If they aren't then we
are in violation.

>
> *Article 4, Section 13 *introduces the concept of "Independent
> Directors" without defining them.

I think this means the Directors that are not receiving the compensation
but I agree, clarification would be nice.

>
> *Article 5, Section 2: Election and Term of Office
> *
> "The Officers of the organization shall be elected for a one year term
> at [+the first Board meeting following the Annual General Meeting of the
> membership+] [-the annual meeting of the Board-], and each shall
> continue in office until his or her successor shall have been elected
> and qualified, or until his or her death, resignation or removal."

What is the problem we are solving by waiting an extra month?

>
> *Article 6, Section 2, sub b:*
>
> I do not believe a subcommittee of the Board should be authorised to
> modify the by-laws. I'll come back to that later as this is dealt with
> again in the bylaws.

I am confused, it doesn't? The wording says:

A committee of the Board may have delegated authority to bind the
organization on any matter *except* on:

a) The filling of vacancies in the Board or any committee;
b) The amendment or repeal of the bylaws or the adoption of new bylaws; and
c) The amendment or repeal of any resolution of the Board that by its terms
shall not be so amendable or repealable.

>
> *Article 8: Fiscal year*
>
> I believe our fiscal year currently starts on July 1 rather than January
> 1. It should be modified to be consistent with existing practice.

This was done on purpose. It makes more sense to be on the calendar year.

>
> *Article 11, Section 1: Amendments*
>
> This has to be redesigned. The Board, or a committee designated by the
> Board, can and should revise and propose changes to the by-laws, but any
> such changes, in my opinion, must be put to and accepted by a
> supermajority of the contributing membership. Changes to by-laws should
> not be taken lightly and these by-laws already give the Board sufficient
> power to administer the organisation through regulation that changing
> the by-laws willy-nilly should never be necessary.

A committee can not and should not be able to modify the bylaws (propose
modifications, yes but not modify).

>
> At the very end, under the current by-laws the Board does not have the
> unilateral power to adopt the new by-laws. They must be accepted by, as
> I recall, 2/3 of the contributing membership.

It is fairly standard practice that the bylaws are able to be amended by
the board based on some set of standards. I am not arguing one way or
another but just stating that it is not unusual.

Sincerely,

JD

--
Command Prompt, Inc. http://the.postgres.company/
+1-503-667-4564
PostgreSQL Centered full stack support, consulting and development.
Everyone appreciates your honesty, until you are honest with them.

On 07/02/2016 01:59 PM, Ian Jackson wrote:
> Bdale Garbee writes ("proposed replacement bylaws"):
>> At our in-person board meeting earlier this year, the board members
>> present worked with Mishi Choudhary from SFLC on the details, and for
>> some weeks we've had a draft set of bylaws that everyone on the board
>> seems to be comfortable with. I present them here for review and
>> discussion, after which I hope we can have a vote of the contributing
>> membership to adopt these as SPI's bylaws for the future.
>
> Thanks. It is, in general, admirably clear, and I think with a bit of
> work it will be a jolly good thing.
>
>
> My comments in detail:
>
>
> Art III s4
>
> The mebers' meeting requisition should be 10% of the _Contributing_
> members.
>

Agreed. Also, I am not sure I like that 10% but I am not sure of a
better solution. If the contributing membership is 100, 10% is too easy.
If it is 1000, then it is probably reasonable, if it is 10,000 then we
have a real problem.

> Is the part "... shall constitute presence in person at a meeting"
> really effective in US law ?

Yes although it varies from state to state.

>
> Art III s8
>
> This is very confusing. Is it the intent to abolish quorum
> requirement for meetings of the members ?

No, it is to state that quorum is who bothers to show up (IIRC). Note
this is for *members* not Directors.

>
> Art IV s3
>
> This seems to define annually-relected Directors, biannually-reelected
> ones, and triannually-reelected ones. The wording has perhaps been
> borrowed from a transitional arrangement ? I think this needs to be
> fixed.

It makes sense to me based on the "initially" and plays into the whole,
we elect new directors every year but only three of them.

>
> Art IV s5
>
> There should be a power for Contributing members to remove a Director.
>

There is per their ability to call a meeting in section Art 3 s4.

> Art IV s8
>
> Why the long list of communications methods here (and in IV.11) but
> not in Art III s4 ?
>

Good point. I wonder if we just need a general "communications methods".

> Art XI s1
>
> Amending the bylaws should require the consent of the Contributing
> membership, not of the Baord.

I can see valid arguments for both of these.

Sincerely,

JD

--
Command Prompt, Inc. http://the.postgres.company/
+1-503-667-4564
PostgreSQL Centered full stack support, consulting and development.
Everyone appreciates your honesty, until you are honest with them.

FYI - I'm one of the "so-called-rogue" directors who got elected unopposed. =)

On 4 July 2016 at 17:52, David Graham <daviddbgraham(at)gmail(dot)com> wrote:
> This is a huge improvement, thanks Bdale.
>
> I have a number of comments as I read through it. I have not had a chance to
> read the whole thread yet so my apologies if some of these points have
> already been covered.
>
> Article 3, Section 8: Quorum
>
> "Members entitled to cast a majority of the total number of votes entitled
> to be cast thereat shall constitute a quorum at a meeting of members for the
> transaction of any business. "
>
> I don't like this phrasing; it is too convoluted. If the intent is to say

This is actually a typical and standard legal wording, common with
many other texts and bylaws of similar nature.
As unfortunate, as it reads.

Do note, this text was prepared by a professional law firm.

> that a Quorum is achieved when a majority of voters is present, then it
> should say that. But no member is entitled to cast a majority of votes, so
> looking for several members who are each entitled to cast a majority of
> votes as is implied is liable to cause future disagreements.
>
> Article 3, Section 9: Voting
>
> This should be a touch more specific. It currently reads: "All issues to be
> voted on shall be decided by a simple majority of those present at the
> meeting in which the vote takes place." but should read "All issues to be
> voted on shall be decided by a simple majority of [-those- +contributing
> members+] present at the meeting in which the vote takes place."
>

Why does it need to be more specific? Ideally we tried to minimize
unnecessary duplication / cross-referencing in the bylaws.

> Article 3: Section 8 and 9 together need to be more specific about the type
> of meeting at which these rules apply. It is clear, but implicit, that it is
> at a membership and not at a board meeting, but that should be explicit.
>

It is clearly under the right article and scope. And in general we
tried to make all voting/quorum rules homogeneous for any purpose.
Re-iterating same things over and over again, makes it harder to read
and comprehend, and reuse for e.g. committee meetings (of which we
currently have none).

> Article 4, Section 1, sub 2:
>
> Suggest minor edit:
> "Select all Officers for the organization and approve the members of any
> standing [+or special+] committee appointed by the President"
>

As far as I understand, this would be the first use of "special
committee" term. Do we need a second type of a committees? Especially
given that we currently use none =)

> Article 4, Section 2: Number
>
> This specifies the board at exactly 9 members, while current rules permit
> between 8 and 12 members and we stick to 9 by convention and because
> achieving our arcane quorum requirements is easier with a number divisible
> by 3. Do we wish to remove the flexibility we have in the size of the board?
> Philosophical question to be decided, but my suggestion would be to leave it
> a little bit more flexible.
>

This was intentional design goal, to make our bylaws match the current
practice and be clear about it.

It is intentional to use simple integers or fractions throughout for
the # of directors, director quorum, director majority, and director
term expiry. And having staggered, 3 year terms, of 9 directors in
total.

> Article 4, Section 3: Election and Term of Office
>
> Suggest some changes here to make a smoother transition:
>
> "Directors are elected by [-the plurality of-] a vote of Contributing
> members [+in a manner described by Board resolution and accepted by the
> Membership; no such system may change once a voting process is under way+].

I don't understand the proposed additional changes here.

> The Directors shall hold office for 3 year terms[+.+] [-The initial
> Directors shall be divided into three (3) equal groups, one-third (1/3) of
> them to serve for an initial term of one (1) year, one-third (1/3) to serve
> for an initial term of two (2) years, and one-third (1/3) to serve for an
> initial term of three (3) years.-] [+The Board shall, whenever possible, be
> divided into three (3) equal groups, in order for one-third (1/3) of the
> Board to be up for election at each annual election cycle. Board seats not
> vacant at the time of the adoption of these bylaws shall be counted from the
> time at which they were actually filled. The Board is responsible for
> ensuring that one-third annual parity is achieved.+]

Given that directors in general hold the office for 3 year terms &
that initial director terms are staggered - the staggered terms follow
perpetually. This has actually been the case already, and I don't
believe we actually require any further adjustments for a smoother
transition.

>
> Article 4, Section 4: Qualification for directors
>
> This changes our practices. Current practice is that you are a contributing
> member by virtue of being elected to the board. These new bylaws require you
> to already be a contributing member to serve on the board. It is important
> to decide which way we want to do this; my take is anyone who can seek and
> win an election to be a Board member should be eligible to be so, whether or
> not they were a contributing member at the start, but more to the point
> leaving the power of deciding who is a contributing member in the Board's
> hands could result in a Board disqualifying someone's membership in order to
> disqualify their board nomination, which at the very least must be expressly
> forbidden.
>

Actually I do not believe this changes our current practices. When I
wanted to nominate myself for Director role, I was asked to (a) join
as non-contributing member (b) apply for contributing membership (c)
become a contributing member - All of which was processed smoothly.
The contributing member guidelines are here:

http://www.spi-inc.org/membership/guidelines/

IMHO if one cannot qualify with above guidelines, one wouldn't stand a
chance to be elected by our contributing members =) unless everyone
involved (all members & directors) has gone totally mad.

> Article 4, Section 5: Removal
>
> IMO this should also require notice to the contributing membership, not only
> the Board.
>

I somehow thought all notices go out publicly to everyone anyway.

> Article 4, section 7: vacancies, subclause b contradicts Article 4, section
> 2 (as noted earlier)
> "(b) an increase in the authorized number of Directors by resolution of the
> Board; or"
>
> Article 4, Section 8: Meetings:
>
> Meetings of the Board may be held at any place as the Board may from time to
> time fix. ((The annual meeting of the Board shall be held at a date, time
> and place fixed by the Board. -- should the Annual Meeting not be an Annual
> General Meeting of the Membership rather than of the board?)) [+The Board
> must meet a minimum of four times per calendar year.+] Special meetings of

The point was to encode bare legal minimal in the bylaws, such that
board can operate as many or as little meetings. There can be
consecutive months that are slow (with no resolutions) or lack quorum,
thus encoding quaterly meetings into the bylaws seems unnecessary to
me.

> the Board shall be held whenever called by the President of the Board or any
> Director upon written demand of not less than [-three-] one-third [+of the+]

yeap a typpo.

> Directors of the Board. Meetings may be conducted by means of telephone or
> internet relay chat or video conference or similar communications equipment
> provided that all persons participating in the meeting can participate at
> the same time. Participation by such means shall constitute presence in
> person at a meeting.
>
>
> Article 4, Section 9: Notice of meetings
>
> I would suggest that we retain the practice of informing the contributing
> membership of board meetings and do so in the by-laws. I would therefore
> suggest the following paragraph be added:
>

All notices are public. Thus proposal is redundant?

> Contributing members must be offered a practical means to be informed of the
> date, time, and location of a Board meeting at the same time as the Members
> of the Board. Any contributing member may attend any Board meeting without
> participating unless the Board, by unanimous consent of all Board members
> present, decides that, for a stated reason, a meeting or a portion of a
> meeting must be held in camera. The names of all Board and contributing
> members present shall be recorded in the minutes of the meeting.
>
> Article 4, Section 10: Quorum
>
> Note that quorum is currently at 2/3 of board members and this changes it to
> 1/2+1. That's a philosophical question that we need to decide.
>

That was explicit design goal, as reaching said quorum is quite hard
with the wide time-zone differences we have and/or public holidays and
travelling the directors do.

> Article 4, Section 12: Action by the Board
>
> Any action required or permitted to be taken by the Board or any committee
> thereof may be taken without a meeting if all Directors of the Board or the
> committee consent in writing via email to the adoption of a resolution
> authorizing the action. A record of such action shall be maintained [+and
> provided to the contributing membership+].
>

All board actions are public anyway, aren't they?

> Article 4, Section 13 introduces the concept of "Independent Directors"
> without defining them.
>
>
> Article 5, Section 2: Election and Term of Office
>
> "The Officers of the organization shall be elected for a one year term at
> [+the first Board meeting following the Annual General Meeting of the
> membership+] [-the annual meeting of the Board-], and each shall continue in
> office until his or her successor shall have been elected and qualified, or
> until his or her death, resignation or removal."
>

No, I believe by law we must have annual board of directors meeting
(which is not the AGM), and elect the officers then.

> Article 6, Section 2, sub b:
>
> I do not believe a subcommittee of the Board should be authorised to modify
> the by-laws. I'll come back to that later as this is dealt with again in the
> bylaws.
>
> Article 8: Fiscal year
>
> I believe our fiscal year currently starts on July 1 rather than January 1.
> It should be modified to be consistent with existing practice.
>
> Article 11, Section 1: Amendments
>
> This has to be redesigned. The Board, or a committee designated by the
> Board, can and should revise and propose changes to the by-laws, but any
> such changes, in my opinion, must be put to and accepted by a supermajority
> of the contributing membership. Changes to by-laws should not be taken
> lightly and these by-laws already give the Board sufficient power to
> administer the organisation through regulation that changing the by-laws
> willy-nilly should never be necessary.
>
> At the very end, under the current by-laws the Board does not have the
> unilateral power to adopt the new by-laws. They must be accepted by, as I
> recall, 2/3 of the contributing membership.
>

I currently have very biased opinions to comment on these, given the
events that are unfolding in my country.

>
> David
>
>
> On Sat, Jul 2, 2016 at 9:43 AM, Bdale Garbee <bdale(at)gag(dot)com> wrote:
>>
>> For as long as I can remember (that means on the order of 12 years on the
>> board and 10 years as president of SPI), we have been aware that there
>> were problems with the existing bylaws of the organization.
>>
>> The problems with the current bylaws we really need to fix include:
>>
>> - the bylaws do not comprehend the idea of board meetings on IRC
>> - the rules the board voting by email are intractable
>> - there is a hard requirement to hold an annual general meeting on
>> the first day of July, which is rarely convenient due to national
>> holidays, etc
>> - in a number of places, the bylaws seem to contradict themselves
>>
>> At least once in history, we formed a committee to recommend changes,
>> but nothing useful ever came out of those activities. Some months ago,
>> I decided to try a different approach. I asked our friends at the
>> Software Freedom Law Center to draft a complete replacement for SPI's
>> bylaws, intended to be as simple and clear as possible, while capturing
>> our current operating practices in a legal and supportable fashion.
>>
>> At our in-person board meeting earlier this year, the board members
>> present worked with Mishi Choudhary from SFLC on the details, and for
>> some weeks we've had a draft set of bylaws that everyone on the board
>> seems to be comfortable with. I present them here for review and
>> discussion, after which I hope we can have a vote of the contributing
>> membership to adopt these as SPI's bylaws for the future.
>>
>> Regards,
>>
>> Bdale Garbee
>> SPI President
>>
>>
>> _______________________________________________
>> Spi-general mailing list
>> Spi-general(at)lists(dot)spi-inc(dot)org
>> http://lists.spi-inc.org/listinfo/spi-general
>>
>
> _______________________________________________
> Spi-general mailing list
> Spi-general(at)lists(dot)spi-inc(dot)org
> http://lists.spi-inc.org/listinfo/spi-general
>

--
Regards,

Dimitri.

Joshua D. Drake writes ("Re: proposed replacement bylaws"):
> Agreed. Also, I am not sure I like that 10% but I am not sure of a
> better solution. If the contributing membership is 100, 10% is too easy.
> If it is 1000, then it is probably reasonable, if it is 10,000 then we
> have a real problem.

Debian uses a square root for this. I copied that from the rules of
the (now sadly gone) Cambridge University Computer Society...

> > This is very confusing. Is it the intent to abolish quorum
> > requirement for meetings of the members ?
>
> No, it is to state that quorum is who bothers to show up (IIRC). Note
> this is for *members* not Directors.

I don't see a difference between "abolish quorum requirement" and
defining "who bothers to show up" as a quorum, so whatever. The
wording could perhaps be clearer.

> > Art IV s5
> >
> > There should be a power for Contributing members to remove a Director.
>
> There is per their ability to call a meeting in section Art 3 s4.

There is no power for the resolution of such a meeting to exercise the
powers of the Directors (and probably there shouldn't be).

Thanks,
Ian.

Dimitri John Ledkov writes ("Re: proposed replacement bylaws"):
> Given that directors in general hold the office for 3 year terms &
> that initial director terms are staggered - the staggered terms follow
> perpetually. This has actually been the case already, and I don't
> believe we actually require any further adjustments for a smoother
> transition.

But directors might leave office for other reasons than their term
running out. If their replacement get a fresh 3y term, we end up with
the directors' elections getting out of step.

> > Article 4, Section 12: Action by the Board
> >
> > Any action required or permitted to be taken by the Board or any committee
> > thereof may be taken without a meeting if all Directors of the Board or the
> > committee consent in writing via email to the adoption of a resolution
> > authorizing the action. A record of such action shall be maintained [+and
> > provided to the contributing membership+].
>
> All board actions are public anyway, aren't they?

The board needs the ability to take confidential actions.

Ian.

On Tue, Jul 5, 2016 at 4:35 PM, Joshua D. Drake <jd(at)commandprompt(dot)com>
wrote:
> On 07/04/2016 08:52 AM, David Graham wrote:
>> *Article 3, Section 8: Quorum
>> *
>> "Members entitled to cast a majority of the total number of votes
>> entitled to be cast thereat shall constitute a quorum at a meeting of
>> members for the transaction of any business. "
>>
>> I don't like this phrasing; it is too convoluted. If the intent is to
>> say that a Quorum is achieved when a majority of voters is present, then
>> it should say that. But no member is entitled to cast a majority of
>> votes, so looking for several members who are each entitled to cast a
>> majority of votes as is implied is liable to cause future disagreements.
>
> IIRC: This just means:
>
> Those members that show up and can (contributing members) vote equates to
quorum.

The fact that we are already getting multiple interpretations of what this
means is why I am flagging this as a problem. If the consensus is that this
is fine, so be it, but my gut says there will be an argument over what this
means down the road at some critical juncture.

>> *Article 3, Section 9: Voting
>> *
>> This should be a touch more specific. It currently reads: "All issues to
>> be voted on shall be decided by a simple majority of those present at
>> the meeting in which the vote takes place." but should read "All issues
>> to be voted on shall be decided by a simple majority of [-those-
>> +contributing members+] present at the meeting in which the vote takes
>> place."
>
>
> We already define the types of members who can and can not vote in
Article 3, Section 3.

Sure, but here it says "majority of those present", it does not specify
members, contributing members, voting members, or anything like that. It is
easy to argue that anyone off the street can vote in that circumstance
because of the phrasing. I think it is worth fixing.

>> *Article 3: Section 8 and 9* together need to be more specific about the
>> type of meeting at which these rules apply. It is clear, but implicit,
>> that it is at a membership and not at a board meeting, but that should
>> be explicit.
>
>
> This is explicit through the Article 3, (membership).

I'm not sure. It is implicit because we are talking about membership, but
it never states that it is a membership meeting or an AGM.

>> *Article 4, Section 1, sub 2:
>> *
>> Suggest minor edit:
>> "Select all Officers for the organization and approve the members of any
>> standing [+or special+] committee appointed by the President"
>
>
> The adding of the word special is redundant. What is the idea behind it?

A standing committee is a permanent committee. A special committee is an ad
hoc or temporary committee. Simply dropping the word "standing" would
suffice for clarity.

>>
>> *Article 4, Section 2: Number
>> *
>> This specifies the board at exactly 9 members, while current rules
>> permit between 8 and 12 members and we stick to 9 by convention and
>> because achieving our arcane quorum requirements is easier with a number
>> divisible by 3. Do we wish to remove the flexibility we have in the size
>> of the board? Philosophical question to be decided, but my suggestion
>> would be to leave it a little bit more flexible.
>
>
> I believe the idea is that it could be changed by the board so it wasn't
necessary to deal with.

This ties into my later objections to the board being able to unilaterally
change the bylaws, something I find unacceptable.

>>
>> *Article 4, Section 3: Election and Term of Office
>> *
>> Suggest some changes here to make a smoother transition:
>>
>> "Directors are elected by [-the plurality of-] a vote of Contributing
>> members [+in a manner described by Board resolution and accepted by the
>> Membership; no such system may change once a voting process is under
>> way+]. The Directors shall hold office for 3 year terms[+.+] [-The
>> initial Directors shall be divided into three (3) equal groups,
>> one-third (1/3) of them to serve for an initial term of one (1) year,
>> one-third (1/3) to serve for an initial term of two (2) years, and
>> one-third (1/3) to serve for an initial term of three (3) years.-] [+The
>> Board shall, whenever possible, be divided into three (3) equal groups,
>> in order for one-third (1/3) of the Board to be up for election at each
>> annual election cycle. Board seats not vacant at the time of the
>> adoption of these bylaws shall be counted from the time at which they
>> were actually filled. The Board is responsible for ensuring that
>> one-third annual parity is achieved.+]
>
>
> I am not seeing value in the added wording. What is the problem we are
trying to solve with it?

This addresses the fact that Board members are already established on
3-year terms and may not align nicely with this, and that people may step
down or otherwise force a new election earlier than 3 years for a seat
knocking the whole thing out of sync. It the Board merely has to do its
best to keep a 3-3-3 pattern, having a 3-4-2 pattern or something from time
to time won't (and shouldn't) be a big deal. It's overly prescriptive.

>>
>> *Article 4, Section 4: Qualification for directors
>> *
>> This changes our practices. Current practice is that you are a
>> contributing member by virtue of being elected to the board. These new
>> bylaws require you to already be a contributing member to serve on the
>> board. It is important to decide which way we want to do this; my take
>> is anyone who can seek and win an election to be a Board member should
>> be eligible to be so, whether or not they were a contributing member at
>> the start, but more to the point leaving the power of deciding who is a
>> contributing member in the Board's hands could result in a Board
>> disqualifying someone's membership in order to disqualify their board
>> nomination, which at the very least must be expressly forbidden.
>
>
> I think changing it to the new way is fine but I am also not opposed to
the way we do it now.

I think the change is fine but that perhaps it should explicitly say that
no candidate's membership may be revoked once their intent to seek a seat
has been declared. We may all be happy today but bylaws exist to pass
difficult times, not good times.

>>
>> *Article 4, Section 5: Removal
>> *
>> IMO this should also require notice to the contributing membership, not
>> only the Board.
>
>
> In spirit I agree with you but then we get into this idea of what is
notification? Do we email the list? Do we email each individual member?
Does it end up as a -announce or on the website?

I envision all notifications to membership as being to -announce; that
could be done as a definition. (eg: For greater certainty, a message
distributed to the spi-announce mailing list or its successor is
considered, for the purposes of these by-laws, to be a notification to all
contributing members.)

>>
>> *Article 4, section 7: *vacancies, subclause b contradicts Article 4,
>> section 2 (as noted earlier)
>> "(b) an increase in the authorized number of Directors by resolution of
>> the Board; or"
>
>
> Not conflicts, is dependent on. We have to have 9, if we increase that to
13 the resolutions and votes that will have to reflect that.

It's a conflict. The board is set at 9 members in the by-laws, therefore a
board resolution is insufficient to change that number without changing the
bylaws themselves, which makes this clause superfluous *and* conflicts with
my oft-stated objection to permitting the board to change the bylaws
unilaterally.

>>
>> *Article 4, Section 8: Meetings:
>> *
>> Meetings of the Board may be held at any place as the Board may from
>> time to time fix. ((The annual meeting of the Board shall be held at a
>> date, time and place fixed by the Board. -- should the Annual Meeting
>> not be an Annual General Meeting of the Membership rather than of the
>> board?)) [+The Board must meet a minimum of four times per calendar
>> year.+]
>
>
> I do not see a benefit in adding that the board needs to meet four times
per calendar year. Obviously it is good to meet but forcing meetings of the
board doesn't really help anything. We are supposed to meet at least once
per year no matter what (by law).

Fair enough; minimum of once per year is fine with me. My concern here is
that the way the by-laws are written now, the Annual General Meeting and
the Annual Board Meeting seem to be conflated. They are different things
and must clearly be so, even if they take place at the same time or in
immediate succession.

> *Article 4, Section 9: Notice of meetings*
>>
>> I would suggest that we retain the practice of informing the
>> contributing membership of board meetings and do so in the by-laws. I
>> would therefore suggest the following paragraph be added:
>>
>> Contributing members must be offered a practical means to be informed of
>> the date, time, and location of a Board meeting at the same time as the
>> Members of the Board. Any contributing member may attend any Board
>> meeting without participating unless the Board, by unanimous consent of
>> all Board members present, decides that, for a stated reason, a meeting
>> or a portion of a meeting must be held in camera. The names of all Board
>> and contributing members present shall be recorded in the minutes of the
>> meeting.
>
>
> If we are going to add something like this, let's just keep it simple:
>
> Contributing members shall be notified of meetings via email to the
contributing members email list.

Or per definition of notification as above.

>>
>> *Article 4, Section 10: Quorum
>> *
>> Note that quorum is currently at 2/3 of board members and this changes
>> it to 1/2+1. That's a philosophical question that we need to decide.
>
>
> Actually, it is a practical question. 2/3rds can be hard to reach, not
nearly as difficult as 1/2+1. We have shown through the years that it is
consistently (even if we are much better at it now) to meet 2/3rds.

Fine with me, just flagging it so people are aware of the substantive
change in practice.

>> *Article 4, Section 13 *introduces the concept of "Independent
>> Directors" without defining them.
>
>
> I think this means the Directors that are not receiving the compensation
but I agree, clarification would be nice.

Anyone want to clarify? :)

>> *Article 5, Section 2: Election and Term of Office
>> *
>> "The Officers of the organization shall be elected for a one year term
>> at [+the first Board meeting following the Annual General Meeting of the
>> membership+] [-the annual meeting of the Board-], and each shall
>> continue in office until his or her successor shall have been elected
>> and qualified, or until his or her death, resignation or removal."
>
>
> What is the problem we are solving by waiting an extra month?

Nothing says it has to be an extra month (though it can be). The ABM can be
scheduled immediately following the AGM. But the officers are elected by
the board, the board by the membership, so it makes sense for the officers
to be selected at the first board meeting following the AGM at which the
board is elected.

>>
>> *Article 6, Section 2, sub b:*
>>
>> I do not believe a subcommittee of the Board should be authorised to
>> modify the by-laws. I'll come back to that later as this is dealt with
>> again in the bylaws.
>
>
> I am confused, it doesn't? The wording says:
>
> A committee of the Board may have delegated authority to bind the
organization on any matter *except* on:
>
> a) The filling of vacancies in the Board or any committee;
> b) The amendment or repeal of the bylaws or the adoption of new bylaws;
and
> c) The amendment or repeal of any resolution of the Board that by its
terms
> shall not be so amendable or repealable.

Sorry, I misread that.

>> *Article 8: Fiscal year*
>>
>> I believe our fiscal year currently starts on July 1 rather than January
>> 1. It should be modified to be consistent with existing practice.
>
>
> This was done on purpose. It makes more sense to be on the calendar year.

Ok, great.

>> *Article 11, Section 1: Amendments*
>>
>> This has to be redesigned. The Board, or a committee designated by the
>> Board, can and should revise and propose changes to the by-laws, but any
>> such changes, in my opinion, must be put to and accepted by a
>> supermajority of the contributing membership. Changes to by-laws should
>> not be taken lightly and these by-laws already give the Board sufficient
>> power to administer the organisation through regulation that changing
>> the by-laws willy-nilly should never be necessary.
>
> A committee can not and should not be able to modify the bylaws (propose
modifications, yes but not modify).

Correct. That's why I want them to be able to do exactly that, propose
changes for discussion and ratification.

>> At the very end, under the current by-laws the Board does not have the
>> unilateral power to adopt the new by-laws. They must be accepted by, as
>> I recall, 2/3 of the contributing membership.
>
>
> It is fairly standard practice that the bylaws are able to be amended by
the board based on some set of standards. I am not arguing one way or
another but just stating that it is not unusual.

Normally the board can only make non-substantive changes (fix typos and
language mistakes, that type of thing); any substantive changes normally
have to be approved by the membership.

David