Fwd: [RESULT] Replace the bylaws of Software in the Public Interest

Hi everyone. The results fo the recent vote to replace the SPI bylaws
have been calculated.

Out of 216 contributing members 129 votes were cast. 125 votes to
accept the new bylaws to and 4 voted to not accept the new bylaws.

Article 12 of the curent bylaws[1] requires that two thirds of
members, 145 in this case, vote in the affirmative for bylaws to be
altered, amended, repealed or added to.

As such the vote to replace the bylaws did NOT pass.

Thank you to everyone who participated in the voting process.

Tim.
Secretary, Software in the Public Interest, Inc.

[1] https://www.spi-inc.org/corporate/by-laws/

Thank you Tim, hi everyone,

On 19-04-09 15 h 13, Tim Potter wrote:
> Hi everyone. The results fo the recent vote to replace the SPI bylaws
> have been calculated.
>
> Out of 216 contributing members 129 votes were cast. 125 votes to
> accept the new bylaws to and 4 voted to not accept the new bylaws.
>
> Article 12 of the curent bylaws[1] requires that two thirds of
> members, 145 in this case, vote in the affirmative for bylaws to be
> altered, amended, repealed or added to.
>
> As such the vote to replace the bylaws did NOT pass.
>
> Thank you to everyone who participated in the voting process.

I am sorry that the replacement did not pass. And looking at how the votes come to such a result, I cannot help but feel partially guilty, as I did not vote to accept the new bylaws.

But I remember very well having received the invitation to vote and decided not to vote. I had been hearing about this change for many months. As a relatively recent SPI member, I thought there were old problems with the bylaws which were identified before I joined, and I imagined the new bylaws fixed some of these problems. In my mind, there were other members who had been involved for longer than myself and who were aware of the issue which were qualified to take that decision, so I saw no interest in educating myself on the issues of the "old" bylaws as:
1. I thought they would be history soon.
2. I didn't remember any controversy about the bylaws change and assumed the vote was a formality.

One may argue that members should be familiar with bylaws and that I should have known of that risk, but as a volunteer who is involved not just with SPI but with many other projects (and I think by definition all SPI voters are involved in other projects), I do not have a level of involvement in SPI sufficient to know by heart an article which matters as infrequently as the problematic one (ARTICLE TWELVE - AMENDMENTS).

I wondered if I had been negligent, reading the voting communication too fast, but after looking at my mailbox (which might be missing 1 mail), I didn't find any indication that abstention effectively opposed the change. Judging from http://lists.spi-inc.org/pipermail/spi-general/2019-March/003965.html alone I think many members may have failed to realized the impact of abstaining.

I still haven't compared the bylaws and don't know whether the new bylaws should have passed, but:
1. I strongly suspect that a large majority of contributing members would prefer the proposed bylaws.
2. If a new vote quickly proposes the very same thing, I for one will compare the current and proposed bylaws and vote for the proposed bylaws if I find them superior.

I use this opportunity to thank Dr. Michlmayr for his service on the board. And thanks to Jimmy Kaplowitz for accepting to serve as president.

--
Filipus Klutiero
http://www.philippecloutier.com

On Sat, Apr 13, 2019 at 8:48 PM Filipus Klutiero <chealer(at)gmail(dot)com> wrote:
> I wondered if I had been negligent, reading the voting communication too fast, but after looking at my mailbox (which might be missing 1 mail), I didn't find any indication that abstention effectively opposed the change. Judging from http://lists.spi-inc.org/pipermail/spi-general/2019-March/003965.html alone I think many members may have failed to realized the impact of abstaining.
>

This is true for me as well. I assumed this would pass as a routine
decision and since I haven't been so active in SPI recently, I didn't
spend the effort to personally familiarize myself with the text of the
new bylaws and then vote. I regret to see the effort to renew the
bylaws go to waste because of this and it wasn't my intention to
effectively vote against approval.

henrik
--
henrik(dot)ingo(at)avoinelama(dot)fi
+358-40-5697354 skype: henrik.ingo irc: hingo
www.openlife.cc

My LinkedIn profile: http://fi.linkedin.com/pub/henrik-ingo/3/232/8a7

It seems the current language of the section on amending the bylaws in essence require at least (= in the best case, i.e., 100% approving votes) a two thirds quorum for any (substantive, i..e., beyond listing of current officers) changes to the bylaws to pass. Even if that’s not what it states, it’s what the language effectively results in; though the fact that it does not mention putting into effect a quorum makes one wonder whether this was indeed the intended effect of those who originally wrote it.

A two thirds quorum of the full membership is highly unlikely to ever be reached, so there’s the potential here that SPI will be forever locked into the current version of the bylaws. (I suppose the only way out would be to dissolve and re-incorporate?)

Perhaps it would be better to divide the proposed changes into two steps. The first would be to _only_ alter the section on bylaws amendments to establish a more reasonable (i.e., realistically attainable) quorum. This would hopefully constitute a small and focused enough change that those unable to invest the necessary time to fully understand a much more complex set of changes to review it, form an opinion, and vote. Once that’s enacted, the more complex set of changes can be brought up for a vote, and getting that approved then doesn’t force nearly everyone to choose between spending a significant amount of time on really understanding the proposed changes, or casting an uninformed vote, or by abstaining effectively casting a disapproving vote.

-hilmar

> On Apr 15, 2019, at 6:18 AM, Henrik Ingo <henrik(dot)ingo(at)avoinelama(dot)fi> wrote:
>
> On Sat, Apr 13, 2019 at 8:48 PM Filipus Klutiero <chealer(at)gmail(dot)com> wrote:
>> I wondered if I had been negligent, reading the voting communication too fast, but after looking at my mailbox (which might be missing 1 mail), I didn't find any indication that abstention effectively opposed the change. Judging from http://lists.spi-inc.org/pipermail/spi-general/2019-March/003965.html alone I think many members may have failed to realized the impact of abstaining.
>>
>
> This is true for me as well. I assumed this would pass as a routine
> decision and since I haven't been so active in SPI recently, I didn't
> spend the effort to personally familiarize myself with the text of the
> new bylaws and then vote. I regret to see the effort to renew the
> bylaws go to waste because of this and it wasn't my intention to
> effectively vote against approval.
>
> henrik
> --
> henrik(dot)ingo(at)avoinelama(dot)fi
> +358-40-5697354 skype: henrik.ingo irc: hingo
> www.openlife.cc
>
> My LinkedIn profile: http://fi.linkedin.com/pub/henrik-ingo/3/232/8a7
> _______________________________________________
> Spi-general mailing list
> Spi-general(at)lists(dot)spi-inc(dot)org
> http://lists.spi-inc.org/listinfo/spi-general

--
Hilmar Lapp -:- lappland.io

On 4/15/19 12:32 PM, Hilmar Lapp wrote:

[...]

>
> A two thirds quorum of the full membership is highly unlikely to ever be
> reached, so there’s the potential here that SPI will be forever locked
> into the current version of the bylaws. (I suppose the only way out
> would be to dissolve and re-incorporate?)
>

Revoking membership of inactive members might work.

M

Hilmar Lapp <hlapp(at)drycafe(dot)net> writes:

> Perhaps it would be better to divide the proposed changes into two
> steps. The first would be to _only_ alter the section on bylaws
> amendments to establish a more reasonable (i.e., realistically
> attainable) quorum.

That's not a bad idea, but honestly, given the outcome of the recent
vote, I too believe that just calling for the same vote again with the
call for votes making it VERY clear that there are significant quorum
issues with the existing bylaws that make it very important that
EVERYONE take time to vote, would likely yield the desired outcome in
one step.

Further, I note that most public corporations when calling for
stockholder votes express the desire of the board on each question.
Something similar, in which the call for votes explicitly expresses the
desire of the board that anyone who is ambivalent about or just feels
they don't have time to research the issues please vote in favor of the
bylaws change would seem completely appropriate to me here.

Bdale

Hi Hilmar,

On 19-04-15 12 h 32, Hilmar Lapp wrote:
> It seems the current language of the section on amending the bylaws in essence require at least (= in the best case, i.e., 100% approving votes) a two thirds quorum for any (substantive, i..e., beyond listing of current officers) changes to the bylaws to pass. Even if that’s not what it states, it’s what the language effectively results in; though the fact that it does not mention putting into effect a quorum makes one wonder whether this was indeed the intended effect of those who originally wrote it.
>
> A two thirds quorum of the full membership is highly unlikely to ever be reached, so there’s the potential here that SPI will be forever locked into the current version of the bylaws. (I suppose the only way out would be to dissolve and re-incorporate?)
>
> Perhaps it would be better to divide the proposed changes into two steps. The first would be to _only_ alter the section on bylaws amendments to establish a more reasonable (i.e., realistically attainable) quorum. This would hopefully constitute a small and focused enough change that those unable to invest the necessary time to fully understand a much more complex set of changes to review it, form an opinion, and vote. Once that’s enacted, the more complex set of changes can be brought up for a vote, and getting that approved then doesn’t force nearly everyone to choose between spending a significant amount of time on really understanding the proposed changes, or casting an uninformed vote, or by abstaining effectively casting a disapproving vote.

The possibility you mention is "interesting", and your suggestion would be a great solution to that problem. However, considering that only 20 approvals were missing out of 216 contributing members, I am quite skeptical that this is needed. I setup a quick poll on http://www.philippecloutier.com/SPI+bylaws to estimate how many contributing members regret not having voted.

It would by the way be great to use "continual consideration" for timeless proposals like this one so there is no need to restart a vote from 0 if only a few votes are missing.

>
>  -hilmar
>
>> On Apr 15, 2019, at 6:18 AM, Henrik Ingo <henrik(dot)ingo(at)avoinelama(dot)fi <mailto:henrik(dot)ingo(at)avoinelama(dot)fi>> wrote:
>>
>> On Sat, Apr 13, 2019 at 8:48 PM Filipus Klutiero <chealer(at)gmail(dot)com <mailto:chealer(at)gmail(dot)com>> wrote:
>>> I wondered if I had been negligent, reading the voting communication too fast, but after looking at my mailbox (which might be missing 1 mail), I didn't find any indication that abstention effectively opposed the change. Judging from http://lists.spi-inc.org/pipermail/spi-general/2019-March/003965.html alone I think many members may have failed to realized the impact of abstaining.
>>>
>>
>> This is true for me as well. I assumed this would pass as a routine
>> decision and since I haven't been so active in SPI recently, I didn't
>> spend the effort to personally familiarize myself with the text of the
>> new bylaws and then vote. I regret to see the effort to renew the
>> bylaws go to waste because of this and it wasn't my intention to
>> effectively vote against approval.
>>
>> henrik
>> --
>> henrik(dot)ingo(at)avoinelama(dot)fi <mailto:henrik(dot)ingo(at)avoinelama(dot)fi>
>> +358-40-5697354        skype: henrik.ingo            irc: hingo
>> www.openlife.cc
>>
>> My LinkedIn profile: http://fi.linkedin.com/pub/henrik-ingo/3/232/8a7
>> _______________________________________________
>> Spi-general mailing list
>> Spi-general(at)lists(dot)spi-inc(dot)org
>> http://lists.spi-inc.org/listinfo/spi-general
>
> --
> Hilmar Lapp -:- lappland.io <http://lappland.io>
>
>
>

--
Philippe Cloutier
http://www.philippecloutier.com

Hi!

Am 2019-04-15 19:05, schrieb Milan Kupcevic:

>> A two thirds quorum of the full membership is highly unlikely to ever
>> be
>> reached, so there’s the potential here that SPI will be forever locked
>> into the current version of the bylaws. (I suppose the only way out
>> would be to dissolve and re-incorporate?)
> Revoking membership of inactive members might work.

Is there a process I can follow as an inactive member to get my account
revoked? Don't won't to block anything for you ...

Best regards,
Alexander

* Alexander Reichle-Schmehl <alexander(at)alphamar(dot)org> [2019-04-16 09:34]:
> Is there a process I can follow as an inactive member to get my account
> revoked? Don't won't to block anything for you ...

You can email membership(at)spi-inc(dot)org

--
Martin Michlmayr
https://www.cyrius.com/

We may be missing the forest for the trees in this whole discussion...

Resolution 2009-11-04.jmd.1 was specifically designed to avoid the problem of quorum in anticipation of a by-laws referendum based on the renewal process started in January of 2003.

The contributing membership expiry resolution can be found here:

http://www.spi-inc.org/corporate/resolutions/2009/2009-11-04.jmd.1/

It defines activity for the purpose of remaining an active contributing member as having voted in the previous annual election, and offers a four-week grace period following a query from the membership committee for those who did not vote but wish to remain members. 

According to the voting results for the 2018 annual election, only 40 votes were cast, so, were our rules followed, only 27 of those people had to support the by-law changes for them to be implemented. However the membership guidelines at http://www.spi-inc.org/membership/guidelines/ were never updated per 2009-11-04.jmd.1 and so have never been applied.

We did this back in 2009 with the express intention, as I recall the discussion, of doing an inactive membership cull prior to a referendum on the bylaws precisely to avoid the current situation. 

My recommendation is that the expiry resolution  be applied to the upcoming annual election, now just over two months away, as the rules require, with appropriate warnings about expiring membership on the vote call. The annual  election should then be followed by a repeat of the referendum in September after the Membership committee has had a chance to downgrade the defined-inactive contributing members to non-contributing.

David Graham aka cdlu
SPI board 2004-2011

On Thu, Apr 18, 2019 at 07:14:57AM -0400, David Graham wrote:
> We may be missing the forest for the trees in this whole discussion...
>
> Resolution 2009-11-04.jmd.1 was specifically designed to avoid the
> problem of quorum in anticipation of a by-laws referendum based on the
> renewal process started in January of 2003.
>
> The contributing membership expiry resolution can be found here:
>
> http://www.spi-inc.org/corporate/resolutions/2009/2009-11-04.jmd.1/
>
> It defines activity for the purpose of remaining an active
> contributing member as having voted in the previous annual election,
> and offers a four-week grace period following a query from the
> membership committee for those who did not vote but wish to remain
> members. 

We've actually run this after the last few board elections. An email is
sent out to anyone who didn't vote and they can indicate they still wish
to remain a contributing member by clicking a link in the members
interface. Our active membership have all done so since the board
election in July 2018 - the most recent clean up was performed in
September 2018.

Details of the first time this was run can be found in the 2016 Annual
Report:

https://spi-inc.org/corporate/annual-reports/2016.pdf

which took us from 517 contributing members down to 246.

Lack of turnout in this vote was not due to members who are no longer
around.

J.

--
Can I drink your juice?

Hi!

Am 2019-04-18 06:51, schrieb Martin Michlmayr:

>> Is there a process I can follow as an inactive member to get my
>> account
>> revoked? Don't won't to block anything for you ...
>
> You can email membership(at)spi-inc(dot)org

Thanks for the hint. Done.

Best regards,
Alexander

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

> That's not a bad idea, but honestly, given the outcome of the recent
> vote, I too believe that just calling for the same vote again with the
> call for votes making it VERY clear that there are significant quorum
> issues with the existing bylaws that make it very important that
> EVERYONE take time to vote, would likely yield the desired outcome in
> one step.

I suspect voter fatigue and feeling that the board was treating the
result with contempt may make that not so. It's considered a bad sign to
just keep repeating a vote unchanged because one doesn't like the
result, as the UK Prime Minister has discovered to her cost!

I feel it would be better if the call for votes was accompanied with a
better justification for wholesale replacement than the old rules "do
not meet the current practical operational needs of SPI" yet something
more succinct than a cited-but-not-linked 10 page FAQ which, frankly, I
found unstructured and confusing - who asked those questions frequently?

Confusing also because the FAQ says "The board is primarily trying to
update the bylaws to match actual practice, not to govern SPI
differently" which seems to contradict the "do not meet the current
practical operational needs" justification for a clean-slate rewrite.

There seems to be no changelog from the original draft, nor any
commentary/comparison with the current rules. There are "most
noteworthy changes" in the FAQ but who knows if I agree with the
anonymous FAQ author?

I doubt I'm the only SPI member who felt uninformed and without time
across the end of the tax year to become properly informed, so I cast
no vote.

Hope that informs,
--

MJR http://mjr.towers.org.uk/
Member of http://www.software.coop/ (but this email is my personal view
only)

Hi MJ, Bdale, and everyone else who's commented,

On Fri, Apr 26, 2019 at 06:44:56PM +0100, MJ Ray wrote:
> Bdale Garbee <bdale(at)gag(dot)com> wrote:
>
> > That's not a bad idea, but honestly, given the outcome of the recent
> > vote, I too believe that just calling for the same vote again with the
> > call for votes making it VERY clear that there are significant quorum
> > issues with the existing bylaws that make it very important that
> > EVERYONE take time to vote, would likely yield the desired outcome in
> > one step.
>
> I suspect voter fatigue and feeling that the board was treating the
> result with contempt may make that not so. It's considered a bad sign to
> just keep repeating a vote unchanged because one doesn't like the
> result, as the UK Prime Minister has discovered to her cost!

I agree that voter fatigue would make it problematic to do a rerun right
now, especially since we're about to do the annual director elections in
July. There's only so frequently we can responsibly ask members to vote,
even on different topics; that's doubly true when we just asked them
about one of the topics mere weeks ago, and triply true when a
last-minute bylaws approval would need us to rush to classify the
expiration timelines of different director seats very quickly before
the annual election.

But that said, the bylaws that were proposed are the result of three
robust rounds of member feedback on this very list, and 125 out of 129
votes were in favor, so I really do think that a bit of extra
encouragement and information along the lines of what Bdale said might
be the right choice. While I'm happy to try to address your current
concerns, I think we resolved most member concerns by incorporating the
comments from those three rounds of member feedack. I really do think
that it's simply inattention or unfamiliarity that led to the vote
failure, not primarily disagreement, unlike the UK Prime Minister's
situation.

While a possible re-attempt may well not be appropriate during May or
June, it might be worthwhile soon after the upcoming election plus one
more round of inactive member cleanup. We waited rather a large number
of months between the last cleanup and the stat of the bylaws vote,
which may have led to additional inactivity. Not the best strategy on
our part.

> I feel it would be better if the call for votes was accompanied with a
> better justification for wholesale replacement than the old rules "do
> not meet the current practical operational needs of SPI" yet something
> more succinct than a cited-but-not-linked 10 page FAQ which, frankly, I
> found unstructured and confusing - who asked those questions frequently?

Unfortunately the term "Frequently Asked Questions" has long lost its
literal definition in English - I agree that's a bit weird but it's what
I've observed in many areas. Otherwise, no brand-new launch of anything
would ever have an accompanying document labeled as a FAQ before there
was time for questions to be asked frequently, but launches frequently
have accompanying FAQs.

All the feedback we've gotten on this FAQ before your email has been
quite positive, but that doesn't invalidate your opinion; I do agree
that it's not wonderfully structured. That said, many of the questions
asked in your email (and answered in mine) are already addressed in the
FAQ, so it does have relevant content.

The link issue is unfortunate. The Secretary intended to convert his
HTML URLs to links, but the voting system prevented him from making that
edit when he tried since the system had already begun accepting votes.

> Confusing also because the FAQ says "The board is primarily trying to
> update the bylaws to match actual practice, not to govern SPI
> differently" which seems to contradict the "do not meet the current
> practical operational needs" justification for a clean-slate rewrite.

That's a very strong justification in my mind: the law expects us to
comply with our bylaws, and in theory a court case
could arise from non-compliance. That makes it worth converging our
bylaws and our practice; adopting the model in our current bylaws does
not work well for SPI's current needs, so amending the bylaws is
appropriate.

The level of necessary amendments do, unfortunately, amount to roughly a
clean-slate replacement in any phrasing; if we had started from the old
document, the resulting diff would have been rather unwieldy in size and
legibility.

I admit the practical risk of a lawsuit on this issue is low, but that
just explains why we allowed ourselves to take years to get to the point
of finishing a draft that meets legal and member needs and holding the
vote; it is not a reason to keep the badly suited bylaws indefinitely.

> There seems to be no changelog from the original draft, nor any
> commentary/comparison with the current rules. There are "most
> noteworthy changes" in the FAQ but who knows if I agree with the
> anonymous FAQ author?

The FAQ author is the board - mostly me individually but with a few
tweaks by others. The section on the most noteworthy changes is meant to
serve the purpose of a changelog. Yes, it's not the same thing as a
diff, which is pretty routine for a changelog. The wording about "most
noteworthy changes" and encouraging everyone to read the draft was
simply in case I forgot to mention something important in my summary.
But I didn't intentionally hide anything, of course; that was just
cautious communication.

If you wonder why we started with a new document: when Bdale started the
process in 2016 together with our legal counsel at Software Freedom Law
Center, in the interest of a legally compliant end result that meets our
needs, that's how SFLC was most productively able to help us. We started
with a draft they provided and iterated from there. There wasn't
anything particularly valuable about the old document, and quite a lot
that was unhelpful for how SPI operates.

> I doubt I'm the only SPI member who felt uninformed and without time
> across the end of the tax year to become properly informed, so I cast
> no vote.

Probably not. Good point that this overlapped with tax season for many
people. I had originally hoped for the vote to take place in September
last year, but it took a while to work through technical and logistical
issues with the voting system and with direct member notification
emails.

- Jimmy Kaplowitz
jimmy(at)spi-inc(dot)org

Hi MJ,

Le 19-04-26 à 13 h 44, MJ Ray a écrit :
> Bdale Garbee <bdale(at)gag(dot)com> wrote:
>
>> That's not a bad idea, but honestly, given the outcome of the recent
>> vote, I too believe that just calling for the same vote again with the
>> call for votes making it VERY clear that there are significant quorum
>> issues with the existing bylaws that make it very important that
>> EVERYONE take time to vote, would likely yield the desired outcome in
>> one step.
> I suspect voter fatigue and feeling that the board was treating the
> result with contempt may make that not so.

"Voter fatigue" normally applies to systems where citizens need to go to
a polling station to vote. I didn't vote very often in SPI votes, but I
don't remember that taking significant time. The significant fatigue
problem here would be if members who voted in the first vote think they
have to make a new decision.

To avoid that, and also to avoid members thinking the result is treated
with contempt, a few elements would be important:
1. Specifying that the proposal is identical to the previous vote (or if
that is not the case, indicating the changes).
2. Specifying that less approvals than 2/3 of contributing members would
mean rejection.
3. Explaining that a second vote is requested because the first vote was
also subject to the necessity in #2, but failed #2.

Another thing important to avoid would be that members who approved in
the first vote decide not to vote in the second vote because they forgot
how they voted the first time. For that, I guess the simplest solutions
would be to tell voters how they voted the first time, or to let as
little time as possible elapse before the second vote.

> It's considered a bad sign to
> just keep repeating a vote unchanged because one doesn't like the
> result, as the UK Prime Minister has discovered to her cost!
>
> [...]
>
> I doubt I'm the only SPI member who felt uninformed and without time
> across the end of the tax year to become properly informed, so I cast
> no vote.

I see that you added your name to a new section on
http://www.philippecloutier.com/SPI+bylaws described as follows:
"Alternatively, add your name to this list if you are a SPI contributing
member who deliberately did not vote on it"

I removed that list since I found the resulting page very unclear, but
feel free to re-add it if you can clarify the distinction between the 2
lists. I suspect you mean that you were aware of the requirement of 2/3
of approvals and still decided you couldn't afford the time needed to
vote properly, but I'm not sure.

>
> Hope that informs,
>
> _______________________________________________
> Spi-general mailing list
> Spi-general(at)lists(dot)spi-inc(dot)org
> http://lists.spi-inc.org/listinfo/spi-general

The forwarded mail was already sent to spi-general but does not display
in the web archives yet. I am hereby re-sending it so that it becomes
public, and am apologizing for the noise to those who already received it.

-------- Message transféré --------
Sujet : Re: [RESULT] Replace the bylaws of Software in the Public Interest
Date : Sat, 13 Apr 2019 13:47:04 -0400
De : Filipus Klutiero <chealer(at)gmail(dot)com>
Pour : Tim Potter <tpot(at)frungy(dot)org>, spi-general(at)lists(dot)spi-inc(dot)org

Thank you Tim, hi everyone,

On 19-04-09 15 h 13, Tim Potter wrote:
> Hi everyone. The results fo the recent vote to replace the SPI bylaws
> have been calculated.
>
> Out of 216 contributing members 129 votes were cast. 125 votes to
> accept the new bylaws to and 4 voted to not accept the new bylaws.
>
> Article 12 of the curent bylaws[1] requires that two thirds of
> members, 145 in this case, vote in the affirmative for bylaws to be
> altered, amended, repealed or added to.
>
> As such the vote to replace the bylaws did NOT pass.
>
> Thank you to everyone who participated in the voting process.

I am sorry that the replacement did not pass. And looking at how the
votes come to such a result, I cannot help but feel partially guilty, as
I did not vote to accept the new bylaws.

But I remember very well having received the invitation to vote and
decided not to vote. I had been hearing about this change for many
months. As a relatively recent SPI member, I thought there were old
problems with the bylaws which were identified before I joined, and I
imagined the new bylaws fixed some of these problems. In my mind, there
were other members who had been involved for longer than myself and who
were aware of the issue which were qualified to take that decision, so I
saw no interest in educating myself on the issues of the "old" bylaws as:
1. I thought they would be history soon.
2. I didn't remember any controversy about the bylaws change and assumed
the vote was a formality.

One may argue that members should be familiar with bylaws and that I
should have known of that risk, but as a volunteer who is involved not
just with SPI but with many other projects (and I think by definition
all SPI voters are involved in other projects), I do not have a level of
involvement in SPI sufficient to know by heart an article which matters
as infrequently as the problematic one (ARTICLE TWELVE - AMENDMENTS).

I wondered if I had been negligent, reading the voting communication too
fast, but after looking at my mailbox (which might be missing 1 mail), I
didn't find any indication that abstention effectively opposed the
change. Judging from
http://lists.spi-inc.org/pipermail/spi-general/2019-March/003965.html
alone I think many members may have failed to realized the impact of
abstaining.

I still haven't compared the bylaws and don't know whether the new
bylaws should have passed, but:
1. I strongly suspect that a large majority of contributing members
would prefer the proposed bylaws.
2. If a new vote quickly proposes the very same thing, I for one will
compare the current and proposed bylaws and vote for the proposed bylaws
if I find them superior.

I use this opportunity to thank Dr. Michlmayr for his service on the
board. And thanks to Jimmy Kaplowitz for accepting to serve as president.

--
Filipus Klutiero
http://www.philippecloutier.com

The forwarded mail was already sent to spi-general but does not display
in the web archives due to some technical issue. I am hereby re-sending
it so that it becomes public, and am apologizing for the noise to those
who already received it.

-------- Message transféré --------
Sujet : Re: [RESULT] Replace the bylaws of Software in the Public Interest
Date : Mon, 15 Apr 2019 22:56:32 -0400
De : Philippe Cloutier <chealer(at)gmail(dot)com>
Pour : spi-general(at)lists(dot)spi-inc(dot)org
Copie à : Hilmar Lapp <hlapp(at)drycafe(dot)net>, henrik(dot)ingo(at)avoinelama(dot)fi

Hi Hilmar,

On 19-04-15 12 h 32, Hilmar Lapp wrote:
> It seems the current language of the section on amending the bylaws in
> essence require at least (= in the best case, i.e., 100% approving
> votes) a two thirds quorum for any (substantive, i..e., beyond listing
> of current officers) changes to the bylaws to pass. Even if that’s not
> what it states, it’s what the language effectively results in; though
> the fact that it does not mention putting into effect a quorum makes
> one wonder whether this was indeed the intended effect of those who
> originally wrote it.
>
> A two thirds quorum of the full membership is highly unlikely to ever
> be reached, so there’s the potential here that SPI will be forever
> locked into the current version of the bylaws. (I suppose the only way
> out would be to dissolve and re-incorporate?)
>
> Perhaps it would be better to divide the proposed changes into two
> steps. The first would be to _only_ alter the section on bylaws
> amendments to establish a more reasonable (i.e., realistically
> attainable) quorum. This would hopefully constitute a small and
> focused enough change that those unable to invest the necessary time
> to fully understand a much more complex set of changes to review it,
> form an opinion, and vote. Once that’s enacted, the more complex set
> of changes can be brought up for a vote, and getting that approved
> then doesn’t force nearly everyone to choose between spending a
> significant amount of time on really understanding the proposed
> changes, or casting an uninformed vote, or by abstaining effectively
> casting a disapproving vote.

The possibility you mention is "interesting", and your suggestion would
be a great solution to that problem. However, considering that only 20
approvals were missing out of 216 contributing members, I am quite
skeptical that this is needed. I setup a quick poll on
http://www.philippecloutier.com/SPI+bylaws to estimate how many
contributing members regret not having voted.

It would by the way be great to use "continual consideration" for
timeless proposals like this one so there is no need to restart a vote
from 0 if only a few votes are missing.

>
>  -hilmar
>
>> On Apr 15, 2019, at 6:18 AM, Henrik Ingo <henrik(dot)ingo(at)avoinelama(dot)fi>
>> wrote:
>>
>> On Sat, Apr 13, 2019 at 8:48 PM Filipus Klutiero <chealer(at)gmail(dot)com>
>> wrote:
>>> I wondered if I had been negligent, reading the voting communication
>>> too fast, but after looking at my mailbox (which might be missing 1
>>> mail), I didn't find any indication that abstention effectively
>>> opposed the change. Judging from
>>> http://lists.spi-inc.org/pipermail/spi-general/2019-March/003965.html
>>> alone I think many members may have failed to realized the impact of
>>> abstaining.
>>>
>>
>> This is true for me as well. I assumed this would pass as a routine
>> decision and since I haven't been so active in SPI recently, I didn't
>> spend the effort to personally familiarize myself with the text of the
>> new bylaws and then vote. I regret to see the effort to renew the
>> bylaws go to waste because of this and it wasn't my intention to
>> effectively vote against approval.
>>
>> henrik
>> --
>> henrik(dot)ingo(at)avoinelama(dot)fi
>> +358-40-5697354        skype: henrik.ingo            irc: hingo
>> www.openlife.cc
>>
>> My LinkedIn profile: http://fi.linkedin.com/pub/henrik-ingo/3/232/8a7
>> _______________________________________________
>> Spi-general mailing list
>> Spi-general(at)lists(dot)spi-inc(dot)org
>> http://lists.spi-inc.org/listinfo/spi-general
>
> --
> Hilmar Lapp -:- lappland.io <http://lappland.io>
>
>
>

--
Philippe Cloutier
http://www.philippecloutier.com