Re: Proposed SPI Bylaws Amendment

On Wed, Dec 11, 2002 at 09:50:22AM +0100, Martin Schulze wrote:
> Jimmy Kaplowitz wrote:
> > WHEREAS the SPI Board has been ineffectual due to four consecutive
> > failures to make quorum at meetings;
>
> I cannot second this, since only two consecutive meetings failed:
>
> * [05 Nov 2002] [1]Board meeting
> * [08 Oct 2002] [2]Board meeting
>
> Nobody called for a meeting in December. Hence, there was no official
> meeting. The cronjob from Drew Streib is nothing more than it says:
> a reminder. It doesn't call a meeting, it only reminds the board that
> there may be a meeting.

There was a meeting, in accordance with resolution 2002-05-07.wta, which
makes monthly meetings the first Tuesday of every month. That's the 3rd
missed meeting. Then it was adjourned for a week, and again failed to
meet quorum, which makes 4 missed meetings.

> > THE CONTRIBUTING MEMBERSHIP OF SOFTWARE IN THE PUBLIC INTEREST, INC.,
> > HAVING OBTAINED THE AFFIRMATIVE VOTE OF 2/3 OF ITS NUMBER, DOES HEREBY
> > AMEND THE BYLAWS OF THE CORPORATION AS FOLLOWS:
>
> Do you really need to shout?

No - I just thought it was typically done in such documents at that spot
:-P If it isn't the usual way, forgive the needless shouting.

> I'd like to object. Requiring the quorum of 2/3 of all Board members
> for the annual Board meeting ensures that no small group can steer
> the Corporation into a direction only four people like to and which
> could potentially harm the Corporation. 2/3 sounds to me like a
> good amount of the Board which should be active anyway.

I'd agree 2/3 of the board should be active. I also agree that when the
group of active board members is too small, bad things can happen.
However, given that 4 is at present half our board, and in no case will
it be less than one third of our board, I wouldn't be uncomfortable with
a decision being made by those people if the remaining half or third
didn't care enough to show up (or couldn't find the time). The more
people, the better, of course.

> Even though, this may be counter-productive in the current situation
> in which max. 4 Board members seem to be active but not functioning
> properly, I do feel that this change will hurt in the long term and
> hence object.

As soon as the board was operational again, I was planning to propose
that a Bylaws Revision Committee be formed. There are several things
that need to be looked at. First of all, the basis in the bylaws for the
email voting resolution is rather shaky (wiggy seemed to agree in #spi);
this could be solidified. Second, the bylaws need to be updated to
indicate that the board now meets monthly and not quarterly. Third,
there are probably other clarifications that can be made. And also, if
we manage to select a board that can consistently have 2/3 of its
members attend meetings, I'd certainly agree this amendment (if enacted)
should then be repealed or modified.

But, until that point, I think we need it, mainly to jumpstart things
and allow the board to modify its membership. After all, it's unlikely
that an email vote, where any board member can veto the resolution, will
be able to remove anyone, so such a thing can realistically only happen
at a meeting where quorum is met. Also, nobody whom even one board
member dislikes enough to veto can be added to the board via email
voting, even if all the remaining board members support the addition of
the candidate in question. So, I'm sure that for at least some of the
nominations, meetings with a quorum will again be necessary.

So, please consider seconding and supporting this proposal, realizing
that as soon as it is no longer needed I would agree it is fine to
repeal or modify it to increase quorum again. (Though, we should provide
some provision for situations like the current one, in case they recur.)
In particular, if the board manages to fix itself without this proposal,
I would be quite happy to withdraw it before passage.

> I'm sorry.

Opinions are opinions; no offense taken.