Re: proposed replacement bylaws

Ian Jackson <ijackson(at)chiark(dot)greenend(dot)org(dot)uk> writes:

> Bdale Garbee writes ("proposed replacement bylaws"):
>> At our in-person board meeting earlier this year, the board members
>> present worked with Mishi Choudhary from SFLC on the details, and for
>> some weeks we've had a draft set of bylaws that everyone on the board
>> seems to be comfortable with. I present them here for review and
>> discussion, after which I hope we can have a vote of the contributing
>> membership to adopt these as SPI's bylaws for the future.
>
> Thanks. It is, in general, admirably clear, and I think with a bit of
> work it will be a jolly good thing.
>
>
> My comments in detail:
>
>
> Art III s4
>
> The mebers' meeting requisition should be 10% of the _Contributing_
> members.
>
> Is the part "... shall constitute presence in person at a meeting"
> really effective in US law ?

Yes.

> Art III s8
>
> This is very confusing. Is it the intent to abolish quorum
> requirement for meetings of the members ?

Yes. When combined with the notice requirements, et al, this seemed
like a significant improvement over the highly problematic quorum
requirements in the original bylaws, and is apparently in line with what
many other non-profit organizations do.

> Art IV s3
>
> This seems to define annually-relected Directors, biannually-reelected
> ones, and triannually-reelected ones. The wording has perhaps been
> borrowed from a transitional arrangement ? I think this needs to be
> fixed.

Already replied separately, we can certainly talk about this more if
needed.

> Art IV s5
>
> There should be a power for Contributing members to remove a Director.

Seems like a good idea. Would a simple majority of contributing members
attending a duly-called general meeting suffice?

> Art IV s8
>
> Why the long list of communications methods here (and in IV.11) but
> not in Art III s4 ?

Good question. I recall discussion leading to the simpler language in
3.4, I'm not aware of any reason we couldn't use the same language in
each instance.

> Art XI s1
>
> Amending the bylaws should require the consent of the Contributing
> membership, not of the Baord.

We talked about this for a while, and the decision to allow the board to
modify the bylaws was a conscious one. This was certainly at least in
part a knee-jerk reaction to the difficulty of meeting quorum
requirements for a bylaws modification under the existing bylaws, but
it's also true that bylaws modifications in the hands of the board is
the more typical case in the non-profit world today... and it led us to
be comfortable simplifying some parts of the bylaws beyond what we
otherwise might. Things like the number of board members being a
constant, frequency of meetings, etc.

So, I guess there's a trade-off here. We can have really simple bylaws
and give the board the ability to modify them, trusting that our nearly
complete transparency of operations and the legal context in which we
operate provide the ability to observe and react should the board ever
"go nuts". I'm quite comfortable with this approach, but I recognize
that not everyone may be.

Comments from others on this particular "design decision" in the bylaws
would be welcome.

Bdale