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

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