Re: SPI Bylaws Amendment - Removal by Membership

On Thu, 12 Dec 2002, John Goerzen wrote:

> On Wed, Dec 11, 2002 at 06:27:00PM -0500, Theodore Ts'o wrote:
> > How about adding that if a director or officer has missed three
> > consecutive board meetings, the threshold becoems one-half?
>
> I would be amenable to that, though I personally don't want to draft it.
> The recent discussion shows that there is some disagreement about just what
> constitutes a board meeting, so I'd rather have someone more familiar with
> that issue draft such an amendment. I wonder if the threshold should be a
> little higher (last four meetings) or based on something else (half of the
> meetings in the last six months)?
>
> I might also throw out there something to consider for such a clause: do we
> count both "absent" and "absent with regrets"? For instance, if someone
> takes a three-month holiday out of the country for summer, and notifies the
> secretary, they could be considered absent with regrets and not really
> inactive. On the other hand, a mostly inactive person that wishes to hold
> on to his seat could just be perpetually absent with regrets. I'm not sure
> what the right answer to this is.

A simpler solution might be to say that if someone is "Absent with
regrets" they are "on leave" and, for all intents and purposes,
temporarily off the board, reducing the number of people who need to
attend for quorum to be met. Members who do not attend and do not send
notice of their absence in advance at two consecutive meetings are already
subject to removal (by a vote of the board) under:
http://www.spi-inc.org/corporate/resolutions/resolution-2001-09-17.br

Failing that, I think a motion should be put forward exempting the first
meeting to take place after the motion is passed from all quorum
requirements. The resolution should include an agenda and block the
meeting from ending until the agenda is completed. It's harsh, but it's
neither permanent nor unwarranted.

On the same lines, a meeting could be held that lasts for a week instead
of an hour, and as long as six board members meander in at some point
during that week, quorum is met.

SPI's by-laws state, in article 3:

"[...] Members have the right and responsibility of overseeing the board
members, officers, and committees and ensuring that they operate in
accordance with the goals and principles of the organization. All board
members, officers, and committees are ultimately responsible to the
membership, and should act in accordance with its wishes."

That not only allows but forces the membership to take action against a
board which won't or can't, not-withstanding the rest of the by-laws which
don't make that terribly easy.

As a side note, my opinion on the existence of quorum at all is that it
shouldn't exist. The board should be frequently elected (at least
annually) and any board members who attend a meeting can make a decision
together, provided the meeting was called with an agenda at least two
weeks in advance. There's nothing stopping a board member from being
re-elected, so as long as they're doing their job on the board they'll be
there indefinately, but delinquent, inactive, or disruptive board members
won't be long for the board.

Board members who cannot attend should have an opportunity to vote during
those two weeks, by mail, and anyone who neither votes nor attends the
issues is assumed not to see the issue as important. If they disagree with
the outcome, then it is up to them to have shown up to the meeting or
voted during the vote.

As long as the board members are elected, whether by member projects
sending representatives (which I personally think is the best option
because it allows each project a say on the governance of its parent), or
by the membership electing a board at the annual meeting or in some other
manner, this quorum-less method can work. If the board never changes, then
yes, a consolidation or seizure of power can take place.

David Graham
cdlu(at)pkl(dot)net