Re: Revised board resolution 2003-10-14.iwj.1

Here is 2003-10-14.iwj.1. It's David Graham's draft with Benjamin
Mako Hill's edits, and hacked up by me in various ways:

* Timings made more sensible IMO and no `musts' that might appear to
invalidate the appointments if not followed.

* Immediate interim reappointment of Joey and myself, to bring the
board back into compliance in the meantime.

* An apology by the board.

* Numbered all the paragraphs.

NB that I give it the number with `iwj' in it just to ensure
uniqueness, not to claim authorship. Thanks are definitely due to
David and Benjamin for their useful drafting.

So:

Resolution 2003-10-14.iwj.1

WHEREAS

1. The Board memberships of Ian Jackson and Martin Schulze
have reached the end of their 3 year terms as directors and
Manoj Srivastava has resigned from his position as director and
the board now consists of only 7 members;

2. The membership of the board of directors must remain
between 8 and 12 in accordance with the constitution;

3. Software in the Public Interest Inc.'s by-laws require the
Board of directors to be accountable to the membership;

THE BOARD RESOLVES THAT

4. The Board of Directors calls an election of the contributing
membership for three seats on the board of directors.

5. The election shall be organized and overseen by the SPI secretary;

6. The voting period shall begin as soon as possible but no earlier
than 21 days after this resolution is passed and no earlier than
14 days after the SPI Secretary announces the starting and
ending dates of the voting period. The voting period shall have
a duration of 14 days.

7. Candidates shall be SPI contributing members. Candidates must
declare their intention to run by submitting a position statement
to the SPI secretary by a date before the beginning of the
election and determined and publicly announced by the secretary;

8. The voters shall be SPI contributing members;

9. The voting shall take place on the Software in the Public
Interest web site using the Condorcet election method;

10. The results of the election will be verified and announced by
the SPI secretary as soon as possible.

11. The three most preferred candidates, as determined by the method
stated above, are hereby appointed to the board of directors of
Software in the Public Interest, Inc. 7 days after the SPI
Secretary announces the results.

12. While the board may repeal paragraph 11 before the appointment
takes effect, the board resolves to do so only if there are
problems with the conduct or integrity of the election.

THE BOARD FURTHER RESOLVES THAT

13. In order to ensure compliance with the constitution as soon as
possible, Ian Jackson and Martin Schulze are immediately
reappointed to the board. They will remain on the board until
the new elected members join the board as stated in paragraph
11, or for a period of 90 days from the passage of this motion,
whichever comes earlier.

15. Ian Jackson and Martin Schulze may stand as candidates in the
election according to paragraph 7 above, just as any other
SPI contributing member.

FURTHERMORE, WHEREAS

16. The ad-hoc organisation of this election is less transparent and
democratic than ideal;

17. The bylaws reform effort appears to have stalled;

18. These problems are in significant part attributable to the
Board;

IT IS RESOLVED THAT

19. The Board apologises to the Membership and the Bylaws committee
for its failure to work more proactively to help reform the
bylaws.

20. The Board asks its members individually to participate more
fully in the bylaws reform process.

--
Ian Jackson personal email: <ijackson(at)chiark(dot)greenend(dot)org(dot)uk>
These opinions are my own. http://www.chiark.greenend.org.uk/~ijackson/
PGP2 key 1024R/0x23f5addb, fingerprint 5906F687 BD03ACAD 0D8E602E FCF37657

While a temporary hack pending the approval of by-laws, I would like to
propose two changes. See below. Explanations follow the resolution.

In order to differentiate this modified version from the revised version
this is made from, I'd call this 2003-10-14.iwj.1b.

Resolution 2003-10-14.iwj.1b
>
> WHEREAS
>
> 1. The Board memberships of Ian Jackson and Martin Schulze
> have reached the end of their 3 year terms as directors and
> Manoj Srivastava has resigned from his position as director and
> the board now consists of only 7 members;
>
> 2. The membership of the board of directors must remain
> between 8 and 12 in accordance with the constitution;
>
> 3. Software in the Public Interest Inc.'s by-laws require the
> Board of directors to be accountable to the membership;
>
> THE BOARD RESOLVES THAT
>
4. The Board of Directors calls an election of the contributing
membership for two seats on the board of directors.
>
> 5. The election shall be organized and overseen by the SPI secretary;
>
> 6. The voting period shall begin as soon as possible but no earlier
> than 21 days after this resolution is passed and no earlier than
> 14 days after the SPI Secretary announces the starting and
> ending dates of the voting period. The voting period shall have
> a duration of 14 days.
>
> 7. Candidates shall be SPI contributing members. Candidates must
> declare their intention to run by submitting a position statement
> to the SPI secretary by a date before the beginning of the
> election and determined and publicly announced by the secretary;
>
> 8. The voters shall be SPI contributing members;
>
> 9. The voting shall take place on the Software in the Public
> Interest web site using the Condorcet election method;
>
> 10. The results of the election will be verified and announced by
> the SPI secretary as soon as possible.
>
11. The two most preferred candidates, as determined by the method
stated above, are hereby appointed to the board of directors of
Software in the Public Interest, Inc. 7 days after the SPI
Secretary announces the results.
>
> 12. While the board may repeal paragraph 11 before the appointment
> takes effect, the board resolves to do so only if there are
> problems with the conduct or integrity of the election.
>
15. Any SPI contributing member may stand as candidates in the
election according to paragraph 7 above, regardless of whether
they have served on the board in the past.
>
>
> FURTHERMORE, WHEREAS
>
> 16. The ad-hoc organisation of this election is less transparent and
> democratic than ideal;
>
> 17. The bylaws reform effort appears to have stalled;
>
> 18. These problems are in significant part attributable to the
> Board;
>
> IT IS RESOLVED THAT
>
> 19. The Board apologises to the Membership and the Bylaws committee
> for its failure to work more proactively to help reform the
> bylaws.
>
20. The Board shall undertake the work necessary to modify the
Oranisation's by-laws as per the recommendations of the By-Laws
Committee as soon as the election is complete.

---

Clauses 4 and 11 have 'three' replaced with 'two'. It is my strong opinion
that a 9 member board is more appropriate to SPI's ability to conduct
business due to the quorum being 6/9 instead of 7/10.

Clause 13 is addressed by the election itself. I do not believe we need to
appoint temporary board members. If we do, I would strongly suggest that a
single Advisor be temporarily promoted to the board until the elections
are over.

Clause 14 did not exist.

Clause 15 is more generally worded, and no longer needs to come under a
separate header.

Clause 20 forces the issue of the by-laws amendments, implict in that is
that by next summer we will have our first constitutionally mandated
election, assuming the by-laws are passed.

Ideally the by-law amendments will be passed PRIOR to an election, but I
don't see that happening and as such I would like to ask that the by-laws
be at the top of the agenda until it is resolved following the election.

---
David "cdlu" Graham
Guelph, Ontario
cdlu(at)railfan(dot)ca

Er, it was no longer 2 changes when I finished writing. That should have
read 'a few changes'. :)

---
David "cdlu" Graham
Guelph, Ontario
cdlu(at)railfan(dot)ca

On Tue, 14 Oct 2003, David Graham wrote:

> While a temporary hack pending the approval of by-laws, I would like to
> propose two changes. See below. Explanations follow the resolution.
>
> In order to differentiate this modified version from the revised version
> this is made from, I'd call this 2003-10-14.iwj.1b.
>
> Resolution 2003-10-14.iwj.1b
> >
> > WHEREAS
> >
> > 1. The Board memberships of Ian Jackson and Martin Schulze
> > have reached the end of their 3 year terms as directors and
> > Manoj Srivastava has resigned from his position as director and
> > the board now consists of only 7 members;
> >
> > 2. The membership of the board of directors must remain
> > between 8 and 12 in accordance with the constitution;
> >
> > 3. Software in the Public Interest Inc.'s by-laws require the
> > Board of directors to be accountable to the membership;
> >
> > THE BOARD RESOLVES THAT
> >
> 4. The Board of Directors calls an election of the contributing
> membership for two seats on the board of directors.
> >
> > 5. The election shall be organized and overseen by the SPI secretary;
> >
> > 6. The voting period shall begin as soon as possible but no earlier
> > than 21 days after this resolution is passed and no earlier than
> > 14 days after the SPI Secretary announces the starting and
> > ending dates of the voting period. The voting period shall have
> > a duration of 14 days.
> >
> > 7. Candidates shall be SPI contributing members. Candidates must
> > declare their intention to run by submitting a position statement
> > to the SPI secretary by a date before the beginning of the
> > election and determined and publicly announced by the secretary;
> >
> > 8. The voters shall be SPI contributing members;
> >
> > 9. The voting shall take place on the Software in the Public
> > Interest web site using the Condorcet election method;
> >
> > 10. The results of the election will be verified and announced by
> > the SPI secretary as soon as possible.
> >
> 11. The two most preferred candidates, as determined by the method
> stated above, are hereby appointed to the board of directors of
> Software in the Public Interest, Inc. 7 days after the SPI
> Secretary announces the results.
> >
> > 12. While the board may repeal paragraph 11 before the appointment
> > takes effect, the board resolves to do so only if there are
> > problems with the conduct or integrity of the election.
> >
> 15. Any SPI contributing member may stand as candidates in the
> election according to paragraph 7 above, regardless of whether
> they have served on the board in the past.
> >
> >
> > FURTHERMORE, WHEREAS
> >
> > 16. The ad-hoc organisation of this election is less transparent and
> > democratic than ideal;
> >
> > 17. The bylaws reform effort appears to have stalled;
> >
> > 18. These problems are in significant part attributable to the
> > Board;
> >
> > IT IS RESOLVED THAT
> >
> > 19. The Board apologises to the Membership and the Bylaws committee
> > for its failure to work more proactively to help reform the
> > bylaws.
> >
> 20. The Board shall undertake the work necessary to modify the
> Oranisation's by-laws as per the recommendations of the By-Laws
> Committee as soon as the election is complete.
>
> ---
>
> Clauses 4 and 11 have 'three' replaced with 'two'. It is my strong opinion
> that a 9 member board is more appropriate to SPI's ability to conduct
> business due to the quorum being 6/9 instead of 7/10.
>
> Clause 13 is addressed by the election itself. I do not believe we need to
> appoint temporary board members. If we do, I would strongly suggest that a
> single Advisor be temporarily promoted to the board until the elections
> are over.
>
> Clause 14 did not exist.
>
> Clause 15 is more generally worded, and no longer needs to come under a
> separate header.
>
> Clause 20 forces the issue of the by-laws amendments, implict in that is
> that by next summer we will have our first constitutionally mandated
> election, assuming the by-laws are passed.
>
> Ideally the by-law amendments will be passed PRIOR to an election, but I
> don't see that happening and as such I would like to ask that the by-laws
> be at the top of the agenda until it is resolved following the election.
>
> ---
> David "cdlu" Graham
> Guelph, Ontario
> cdlu(at)railfan(dot)ca
>
>
> _______________________________________________
> Spi-general mailing list
> Spi-general(at)lists(dot)spi-inc(dot)org
> http://lists.spi-inc.org/cgi-bin/listinfo/spi-general
>

I have made more changes, and submit this as 2003-10-14.iwj.1b, and would
like to withdraw 2003-10-14.iwj.1b:

Resolution 2003-10-14.iwj.1c
>
> WHEREAS
>
> 1. The Board memberships of Ian Jackson and Martin Schulze
> have reached the end of their 3 year terms as directors and
> Manoj Srivastava has resigned from his position as director and
> the board now consists of only 7 members;
>
> 2. The membership of the board of directors must remain
> between 8 and 12 in accordance with the constitution;
>
> 3. Software in the Public Interest Inc.'s by-laws require the
> Board of directors to be accountable to the membership;
>
> THE BOARD RESOLVES THAT
>
4. The Board of Directors calls an election of the contributing
membership for two seats on the board of directors.

5. The election shall be organized and overseen by the SPI board's
secretary or his designate.

6. The voting period shall begin as soon as possible, no later
than 21 days after this resolution is passed. The position paper
period must begin within 7 days of the passage of this resolution.
The voting period shall be 14 days.

>
> 7. Candidates shall be SPI contributing members. Candidates must
> declare their intention to run by submitting a position statement
> to the SPI secretary by a date before the beginning of the
> election and determined and publicly announced by the secretary;
>
> 8. The voters shall be SPI contributing members;
>
> 9. The voting shall take place on the Software in the Public
> Interest web site using the Condorcet election method;
>
10. The results of the election will be verified and announced by
the web site's voting software immediately upon completion of
voting.

11. The two most preferred candidates, as determined by the method
stated above, are hereby appointed to the board of directors of
Software in the Public Interest, Inc. 7 days after the
announcement of the results.
>
> 12. While the board may repeal paragraph 11 before the appointment
> takes effect, the board resolves to do so only if there are
> problems with the conduct or integrity of the election.
>
13. At the start of voting, no new Contributing Membership
applications may be accepted until the results have been released.

15. Any SPI contributing member may stand as candidates in the
election according to paragraph 7 above, regardless of whether
they have served on the board in the past.
>
>
> FURTHERMORE, WHEREAS
>
> 16. The ad-hoc organisation of this election is less transparent and
> democratic than ideal;
>
> 17. The bylaws reform effort appears to have stalled;
>
> 18. These problems are in significant part attributable to the
> Board;
>
> IT IS RESOLVED THAT
>
> 19. The Board apologises to the Membership and the Bylaws committee
> for its failure to work more proactively to help reform the
> bylaws.
>
20. The Board shall undertake the work necessary to modify the
Oranisation's by-laws as per the recommendations of the By-Laws
Committee as soon as the election is complete.

---

Clauses 4 and 11 have 'three' replaced with 'two'. It is my strong opinion
that a 9 member board is more appropriate to SPI's ability to conduct
business due to the quorum being 6/9 instead of 7/10.

Clauses 5, 10, and 11 takes the onus off the secretary for handling the
election and asks that the results be automatically announced at the end
of voting.

Clause 6 makes this resolution the call for the election, not the actions
of any single person.

Clause 13 is addressed by the election itself. I do not believe we need to
appoint temporary board members. If we do, I would strongly suggest that a
single Advisor be temporarily promoted to the board until the elections
are over.

Clause 13 now states that membership is closed until the end of elections.

Clause 14 did not exist.

Clause 15 is more generally worded, and no longer needs to come under a
separate header.

Clause 20 forces the issue of the by-laws amendments, implict in that is
that by next summer we will have our first constitutionally mandated
election, assuming the by-laws are passed.

Ideally the by-law amendments will be passed PRIOR to an election, but I
don't see that happening and as such I would like to ask that the by-laws
be at the top of the agenda until it is resolved following the election.

---
David "cdlu" Graham
Guelph, Ontario
cdlu(at)railfan(dot)ca

I'm not convinced that these sections should be part of either resolution.
They don't contribute any useful input except slamming on the board for
$whatever and the bylaws committee.

David Graham wrote:
> > FURTHERMORE, WHEREAS
> >
> > 16. The ad-hoc organisation of this election is less transparent and
> > democratic than ideal;
> >
> > 17. The bylaws reform effort appears to have stalled;
> >
> > 18. These problems are in significant part attributable to the
> > Board;
> >
> > IT IS RESOLVED THAT
> >
> > 19. The Board apologises to the Membership and the Bylaws committee
> > for its failure to work more proactively to help reform the
> > bylaws.
> >
> 20. The Board shall undertake the work necessary to modify the
> Oranisation's by-laws as per the recommendations of the By-Laws
> Committee as soon as the election is complete.

--
Long noun chains don't automatically imply security. -- Bruce Schneier

Hi,

I have made some changes to clause 20;

Resolution 2003-10-14.iwj.1.ms.1

On Tue, 14 Oct 2003 13:43:33 -0400 (EDT), David Graham <cdlu(at)railfan(dot)ca> said:

> I have made more changes, and submit this as 2003-10-14.iwj.1b, and
> would like to withdraw 2003-10-14.iwj.1b:

> Resolution 2003-10-14.iwj.1c
>>
>> WHEREAS
>>
>> 1. The Board memberships of Ian Jackson and Martin Schulze
>> have reached the end of their 3 year terms as directors and Manoj
>> Srivastava has resigned from his position as director and the board
>> now consists of only 7 members;
>>
>> 2. The membership of the board of directors must remain
>> between 8 and 12 in accordance with the constitution;
>>
>> 3. Software in the Public Interest Inc.'s by-laws require the
>> Board of directors to be accountable to the membership;
>>
>> THE BOARD RESOLVES THAT
>>
> 4. The Board of Directors calls an election of the contributing
> membership for two seats on the board of directors.

> 5. The election shall be organized and overseen by the SPI board's
> secretary or his designate.

> 6. The voting period shall begin as soon as possible, no later than
> 21 days after this resolution is passed. The position paper
> period must begin within 7 days of the passage of this
> resolution. The voting period shall be 14 days.

>>
>> 7. Candidates shall be SPI contributing members. Candidates must
>> declare their intention to run by submitting a position statement
>> to the SPI secretary by a date before the beginning of the election
>> and determined and publicly announced by the secretary;
>>
>> 8. The voters shall be SPI contributing members;
>>
>> 9. The voting shall take place on the Software in the Public
>> Interest web site using the Condorcet election method;
>>
> 10. The results of the election will be verified and announced by
> the web site's voting software immediately upon completion
> of voting.

> 11. The two most preferred candidates, as determined by the method
> stated above, are hereby appointed to the board of directors
> of Software in the Public Interest, Inc. 7 days after the
> announcement of the results.
>>
>> 12. While the board may repeal paragraph 11 before the appointment
>> takes effect, the board resolves to do so only if there are
>> problems with the conduct or integrity of the election.
>>
> 13. At the start of voting, no new Contributing Membership
> applications may be accepted until the results have been
> released.

> 15. Any SPI contributing member may stand as candidates in the
> election according to paragraph 7 above, regardless of
> whether they have served on the board in the past.
>>
>>
>> FURTHERMORE, WHEREAS
>>
>> 16. The ad-hoc organisation of this election is less transparent
>> and
>> democratic than ideal;
>>
>> 17. The bylaws reform effort appears to have stalled;
>>
>> 18. These problems are in significant part attributable to the
>> Board;
>>
>> IT IS RESOLVED THAT
>>
>> 19. The Board apologises to the Membership and the Bylaws committee
>> for its failure to work more proactively to help reform the bylaws.
>>
20. The Board shall undertake the work necessary to present a set of
by-laws to the membership at large for ratification as soon as
the election is complete. There exists a recommendations of the
By-Laws Committee to serve as a starting point for such a
recommendation.

> Clauses 4 and 11 have 'three' replaced with 'two'. It is my strong
> opinion that a 9 member board is more appropriate to SPI's ability
> to conduct business due to the quorum being 6/9 instead of 7/10.

> Clauses 5, 10, and 11 takes the onus off the secretary for handling
> the election and asks that the results be automatically announced at
> the end of voting.

> Clause 6 makes this resolution the call for the election, not the
> actions of any single person.

> Clause 13 is addressed by the election itself. I do not believe we
> need to appoint temporary board members. If we do, I would strongly
> suggest that a single Advisor be temporarily promoted to the board
> until the elections are over.

> Clause 13 now states that membership is closed until the end of
> elections.

> Clause 14 did not exist.

> Clause 15 is more generally worded, and no longer needs to come
> under a separate header.

> Clause 20 forces the issue of the by-laws amendments, implict in
> that is that by next summer we will have our first constitutionally
> mandated election, assuming the by-laws are passed.

I have modified Clause 20 not to supersede the boards
authority by the By-Laws Ctte, the committee was appointed by the
board to come up with a set of By-Laws, and was subordinate to the
Board, which shall continue to have oversight. The Ctte's
recommendations have, of themselves, no authority to trump the boards
decision making ability.

Any contributing member can present their own variant to the
membership if they do not like the Boards proposal.

manoj

--
Ladles and Jellyspoons! I come before you to stand behind you, To tell
you something I know nothing about. Since next Thursday will be Good
Friday, There will be a fathers' meeting, for mothers only. Wear your
best clothes, if you don't have any, And please stay at home if you
can possibly be there. Admission is free, please pay at the door. Have
a seat on me: please sit on the floor. No matter where you manage to
sit, The man in the balcony will certainly spit. We thank you for your
unkind attention, And would now like to present our next act: "The
Four Corners of the Round Table."
Manoj Srivastava <srivasta(at)acm(dot)org> <http://www.datasync.com/%7Esrivasta/>
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

I would be fine with the removal of clauses 16-19. I understand Manoj is
working on a revised clause 20.

---
David "cdlu" Graham
Guelph, Ontario
cdlu(at)railfan(dot)ca

On Tue, 14 Oct 2003, Martin Schulze wrote:

> I'm not convinced that these sections should be part of either resolution.
> They don't contribute any useful input except slamming on the board for
> $whatever and the bylaws committee.
>
> David Graham wrote:
> > > FURTHERMORE, WHEREAS
> > >
> > > 16. The ad-hoc organisation of this election is less transparent and
> > > democratic than ideal;
> > >
> > > 17. The bylaws reform effort appears to have stalled;
> > >
> > > 18. These problems are in significant part attributable to the
> > > Board;
> > >
> > > IT IS RESOLVED THAT
> > >
> > > 19. The Board apologises to the Membership and the Bylaws committee
> > > for its failure to work more proactively to help reform the
> > > bylaws.
> > >
> > 20. The Board shall undertake the work necessary to modify the
> > Oranisation's by-laws as per the recommendations of the By-Laws
> > Committee as soon as the election is complete.
>
> --
> Long noun chains don't automatically imply security. -- Bruce Schneier
>
> _______________________________________________
> Spi-general mailing list
> Spi-general(at)lists(dot)spi-inc(dot)org
> http://lists.spi-inc.org/cgi-bin/listinfo/spi-general
>

Martin Schulze writes ("Re: Resolution 2003-10-14.iwj.1c"):
> I'm not convinced that these sections [the end parts with the
> board's apology etc -iwj] should be part of either resolution. They
> don't contribute any useful input except slamming on the board for
> $whatever and the bylaws committee.

Well, given that it's the board passing the resolution, I think the
board deciding to apologise is hardly `slamming'. I think it's only
fair enough. The board may disagree, of course.

Certainly there's no intent to slam the bylaws committee.

Ian.

This is my final draft. The last several clauses were removed, and the
very last clause was replaced. The resolution has also been renumbered to
avoid missing clause numbers.

Resolution 2003-10-14.dbg.1
>
> WHEREAS
>
> 1. The Board memberships of Ian Jackson and Martin Schulze
> have reached the end of their 3 year terms as directors and
> Manoj Srivastava has resigned from his position as director and
> the board now consists of only 7 members;
>
> 2. The membership of the board of directors must remain
> between 8 and 12 in accordance with the constitution;
>
> 3. Software in the Public Interest Inc.'s by-laws require the
> Board of directors to be accountable to the membership;
>
> THE BOARD RESOLVES THAT
>
4. The Board of Directors calls an election of the contributing
membership for two seats on the board of directors.

5. The election shall be organized and overseen by the SPI board's
secretary or his designate.

6. The voting period shall begin as soon as possible, no later
than 21 days after this resolution is passed. The position paper
period must begin within 7 days of the passage of this resolution.
The voting period shall be 14 days.

>
> 7. Candidates shall be SPI contributing members. Candidates must
> declare their intention to run by submitting a position statement
> to the SPI secretary by a date before the beginning of the
> election and determined and publicly announced by the secretary;
>
> 8. The voters shall be SPI contributing members;
>
> 9. The voting shall take place on the Software in the Public
> Interest web site using the Condorcet election method;
>
10. The results of the election will be verified and announced by
the web site's voting software immediately upon completion of
voting.

11. The two most preferred candidates, as determined by the method
stated above, are hereby appointed to the board of directors of
Software in the Public Interest, Inc. 7 days after the
announcement of the results.
>
> 12. While the board may repeal paragraph 11 before the appointment
> takes effect, the board resolves to do so only if there are
> problems with the conduct or integrity of the election.
>
13. At the start of voting, no new Contributing Membership
applications may be accepted until the results have been released.

14. Any SPI contributing member may stand as candidates in the
election according to paragraph 7 above, regardless of whether
they have served on the board in the past.

15. The Board shall address the issue of amendments to the Corporate
By-Laws of Software in the Public Interest immediately following
the election.

---
David "cdlu" Graham
Guelph, Ontario
cdlu(at)railfan(dot)ca

David Graham writes ("Resolution 2003-10-14.iwj.1c"):
> I have made more changes, and submit this as 2003-10-14.iwj.1b, and would
> like to withdraw 2003-10-14.iwj.1b:

There are two main things that David and I seem to disagree on, apart
from some technical issues.

Number of board members to be elected now:

I disagree with Graham's suggestion that we should elect two.

Firstly, a board of 9 is too small because if we have two resignations
in the next 3 months (not that unlikely) we'll have to have another
emergency election etc.

Secondly, I think that each elections should be the same size.
Varying the number of posts available at each election is a dangerous
thing to do, because it influences how easy it is for particular
people to be reelected.

Thirdly, I don't think this emergency situation is the right time to
be (re)addressing the question of the board size.

Interim reinstatement:

Graham writes:
> [The interim reinstatement issue] is addressed by the election
> itself. I do not believe we need to appoint temporary board
> members. If we do, I would strongly suggest that a single Advisor be
> temporarily promoted to the board until the elections are over.

It seems to me that the board would be failing to do its best to abide
by the constitution if it continued to function with less than the
mandated number of board members for any longer than strictly necessar.

In the interests of continuity it would seem most sensible to have
back on the board those two longest-serving members who've fallen off.

Ian.

David Graham writes ("Resolution 2003-10-14.iwj.1c"):
> I have made more changes, and submit this as 2003-10-14.iwj.1b, and would
> like to withdraw 2003-10-14.iwj.1b:

Some of your changes are good; I disagree with others. This mail
discusses essentially technical issues.

> Clauses 4 and 11 have 'three' replaced with 'two'. It is my strong opinion
> that a 9 member board is more appropriate to SPI's ability to conduct
> business due to the quorum being 6/9 instead of 7/10.

I disagree. I'll explain in a separate mail.

> Clauses 5, 10, and 11 takes the onus off the secretary for handling the
> election and asks that the results be automatically announced at the end
> of voting.

I agree with your change to clause 5 (which says that the secretary.

Your change to clause 10 assumes that the secretary can and wishes to
make publication of the results automatic. I think that such
automatic publication is a very bad idea. There has to be a final
chance for the secretary to review how the vote went, look at the
voting machinery logs, etc. etc., before the results are published.

Otherwise any malfunction could lead to an erroneous announcement and
then shit will really hit the fan !

(I used to be a USENET votetaker, so I know what I'm talking about
here. Automatic announcement of results from elections is a bad
idea.)

Your change to clause 11 is consequential.

> Clause 6 makes this resolution the call for the election, not the actions
> of any single person.

Your change to clause 6 is definitely wrong IMO. It uses the word
`must' in a way that doesn't say what happens if the stipulation is
violated. Also, the subtle change to the punctuation from `as soon as
possible but no later ...' to `as soon as possible, no later' turns
the `no later' clause from an overriding clause to one that stands
facially peer but which has a contradictory meaning.

> Clause 13 now states that membership is closed until the end of elections.

Is this really necessary ?

> Clause 15 is more generally worded, and no longer needs to come under a
> separate header.

Without the interim appointment there is no need for the explicit
statement that the interim appointees may stand as candidates.
_With_ the interim appointment,

> Clause 20 forces the issue of the by-laws amendments, implict in that is
> that by next summer we will have our first constitutionally mandated
> election, assuming the by-laws are passed.

Your clause 20 is a simple endorsement of the output of the bylaws
committee - it says that the board will do what the bylaws committee
recommended. This is certainly not the right place to make this
decison !

> Ideally the by-law amendments will be passed PRIOR to an election, but I
> don't see that happening and as such I would like to ask that the by-laws
> be at the top of the agenda until it is resolved following the election.

I think you're misunderstanding the power of a board resolution. A
board resolution can't _make_ the board members pay attention if
they're not doing so. The membership can do that by voting in more
dynamic board members.

Ian.

> David Graham writes ("Resolution 2003-10-14.iwj.1c"):
> > I have made more changes, and submit this as 2003-10-14.iwj.1b, and would
> > like to withdraw 2003-10-14.iwj.1b:
>
> There are two main things that David and I seem to disagree on, apart
> from some technical issues.
>
>
> Number of board members to be elected now:
>
> I disagree with Graham's suggestion that we should elect two.
>
> Firstly, a board of 9 is too small because if we have two resignations
> in the next 3 months (not that unlikely) we'll have to have another
> emergency election etc.

Clause 15 of 2003-10-14.dbg.1 forces the board to address the issue of the
by-laws immediately following the election. New by-laws will better
address this eventuality than forcing the quorum higher than it needs to
be to function.

> Secondly, I think that each elections should be the same size.
> Varying the number of posts available at each election is a dangerous
> thing to do, because it influences how easy it is for particular
> people to be reelected.

I believe each election should be for the number of seats necessary to
carry on the work of the board in the best way possible. In my opinion, 9
members presents the best size to run the board under the current by-laws,
which, membership-willing, will have changed by the time the next election
rolls around.

> Thirdly, I don't think this emergency situation is the right time to
> be (re)addressing the question of the board size.

> Interim reinstatement:
>
> Graham writes:
> > [The interim reinstatement issue] is addressed by the election
> > itself. I do not believe we need to appoint temporary board
> > members. If we do, I would strongly suggest that a single Advisor be
> > temporarily promoted to the board until the elections are over.
>
> It seems to me that the board would be failing to do its best to abide
> by the constitution if it continued to function with less than the
> mandated number of board members for any longer than strictly necessar.
>
> In the interests of continuity it would seem most sensible to have
> back on the board those two longest-serving members who've fallen off.

I believe that if the Board ever needs to instate interim board members,
the most logical and fair choice is the appointment of Board Advisors for
short terms as voting members of the Board.

---
David "cdlu" Graham
Guelph, Ontario
cdlu(at)railfan(dot)ca

David Graham writes ("Re: Election resolution - substantive issues"):
> Clause 15 of 2003-10-14.dbg.1 forces the board to address the issue of the
> by-laws immediately following the election. New by-laws will better
> address this eventuality than forcing the quorum higher than it needs to
> be to function.

No, clause 15 doesn't force the board to do anything. It has the
board _promise_ to do something, which is _not_ the same !

Ian.