Proposed SPI Bylaws Amendment

Hi everyone. As you may or may not know, many of the members of the SPI
board do not have time to properly perform their SPI duties. The
President and the Secretary have not been performing their duties, the
Vice-President resigned in frustration, and quorum has not been met at
four meetings in a row. Therefore, in order to begin getting things back
in shape at SPI:

In accordance with Articles Five and Twelve of the SPI Bylaws, I hereby
offer the attached amendment to SPI bylaws for consideration by the SPI
contributing membership. Article Five requires that 14 of you
(contributing members only) second this proposal in order for it to be
considered. Please do this by sending a cryptographically signed email
message to spi-general(at)lists(dot)spi-inc(dot)org and secretary(at)lists(dot)spi-inc(dot)org
(and include board(at)spi-inc(dot)org if you wish, as I have, since the
Secretary has not been doing his job lately). After this, the Secretary
(Wichert Akkerman), has 30 days to put it to a vote of the contributing
membership.

All contributing members are eligible to vote. The method of voting is
set by the Secretary, or if he doesn't set any method, the default
method is cryptographically signed email ballots. Since this is an
amendment to the bylaws, 114 of the 172 contributing members must vote
yes in order for it to pass. Even if this number is not attained, I am
hoping that it will have at least some useful effect in getting the
board back in shape.

Please second if you agree with this proposal and we have not reached
the required number (14) of seconds yet. Also, please feel free (and
encouraged) to discuss this proposal on the spi-general mailing list.

- Jimmy Kaplowitz
jimmy(at)debian(dot)org

On Tue, Dec 10, 2002 at 04:27:36PM -0500, Jimmy Kaplowitz wrote:
<snip>
> Please second if you agree with this proposal and we have not reached
> the required number (14) of seconds yet. Also, please feel free (and
> encouraged) to discuss this proposal on the spi-general mailing list.
<snip>

I hereby second todays proposal made by Jimmy Kaplowitz.

--
Rune B. Broberg
Feel free to GPG-encrypt email sent to me. Keyid: 0x87CD3DBD

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I second the proposal below as authored by Jimmy Kaplowitz.

- -------------

WHEREAS the SPI Board has been ineffectual due to four consecutive
failures to make quorum at meetings;

WHEREAS it is essential that SPI has a functioning board, so that the
Corporation can properly function;

WHEREAS it is within the authority of the contributing membership to
amend the bylaws by an affirmative vote of 2/3 of its number;

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:

The following sentence in ARTICLE FOUR is hereby deleted:

"The presence of not less than two-thirds of the board members shall
constitute a quorum and shall be necessary to conduct the business of
this organization, but a lesser number may adjourn the meeting for a
period of not more than two weeks from the date scheduled by these
bylaws and the Secretary shall cause a notice of this scheduled meeting
to be sent to all those who were not present at the meeting originally
called."

In its place are inserted the following two sentences:

"The presence of not fewer than four board members or not less than
two-thirds of all board members (whichever is a smaller number) shall
constitute a quorum and shall be necessary to conduct the business of
this organization. A lesser number may adjourn the meeting for a period
of not more than two weeks from the date scheduled by these bylaws, and
the Secretary shall cause a notice of this scheduled meeting to be sent
to all those who were not present at the meeting originally called."

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--
Scott Dier <dieman(at)ringworld(dot)org> KC0OBS http://www.ringworld.org/

On Tue, Dec 10, 2002 at 10:43:08PM +0100, Rune B. Broberg wrote:
> On Tue, Dec 10, 2002 at 04:27:36PM -0500, Jimmy Kaplowitz wrote:
> <snip>
> > Please second if you agree with this proposal and we have not reached
> > the required number (14) of seconds yet. Also, please feel free (and
> > encouraged) to discuss this proposal on the spi-general mailing list.
> <snip>
>
> I hereby second todays proposal made by Jimmy Kaplowitz.

The same, this time signed. Oops.

--
Rune B. Broberg
Feel free to GPG-encrypt email sent to me. Keyid: 0x87CD3DBD

I don't think that it is really prudent to concentrate power in even fewer
hands as this would tend to do. If the immediate problem is that board
members don't show up, then address that problem, but don't take this weird
round-about method to do so.

> WHEREAS the SPI Board has been ineffectual due to four consecutive
> failures to make quorum at meetings;

I don't think that the problem is that quorum is too high. I think that the
problem is that the board members aren't showing up.

So your resolution wouldn't fix the problem, it would just apply a band-aid.
How about considering other options, such as automatic expulsion of a board
member if the member fails to be present for x number of meetings, with
perhaps some fail-safe measures?

On Tue, Dec 10, 2002 at 03:53:33PM -0600, John Goerzen wrote:
> I don't think that it is really prudent to concentrate power in even fewer
> hands as this would tend to do. If the immediate problem is that board
> members don't show up, then address that problem, but don't take this weird
> round-about method to do so.

How would you remedy this? The board can't remove people at meetings
without a quorum, and the only provision for voting via email allows any
board member to veto the resolution. Also, the board has not acted on
any of 4 or 5 nominations for new board members that have been received
by it.

> I don't think that the problem is that quorum is too high. I think that the
> problem is that the board members aren't showing up.

See above.

> So your resolution wouldn't fix the problem, it would just apply a band-aid.
> How about considering other options, such as automatic expulsion of a board
> member if the member fails to be present for x number of meetings, with
> perhaps some fail-safe measures?

Those things are more controversial, so I left them out of this
proposal. This is sort of a band-aid, but it is a necessary one; it will
at least allow the board to act properly to change its membership by
adding and removing people. Given the current makeup of the board, the
current quorum of 6 is too hard to meet, but it is quite possible (with
some advance planning) to meet a quorum of 4 of the current board
members. So, this is the only way to fix the composition of the board.
(Also, some board members are working behind the scenes to get the
current board to act despite its largely inactive membership; but it's
better to proceed on multiple fronts at once, so that something will
happen.)

- Jimmy Kaplowitz
jimmy(at)debian(dot)org

On Tue, Dec 10, 2002 at 04:27:36PM -0500, Jimmy Kaplowitz wrote:
> Please second if you agree with this proposal and we have not reached
> the required number (14) of seconds yet. Also, please feel free (and
> encouraged) to discuss this proposal on the spi-general mailing list.
>
> WHEREAS the SPI Board has been ineffectual due to four consecutive
> failures to make quorum at meetings;
>
> WHEREAS it is essential that SPI has a functioning board, so that the
> Corporation can properly function;
>
> WHEREAS it is within the authority of the contributing membership to
> amend the bylaws by an affirmative vote of 2/3 of its number;
>
> 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:
>
> The following sentence in ARTICLE FOUR is hereby deleted:
>
> "The presence of not less than two-thirds of the board members shall
> constitute a quorum and shall be necessary to conduct the business of
> this organization, but a lesser number may adjourn the meeting for a
> period of not more than two weeks from the date scheduled by these
> bylaws and the Secretary shall cause a notice of this scheduled meeting
> to be sent to all those who were not present at the meeting originally
> called."
>
> In its place are inserted the following two sentences:
>
> "The presence of not fewer than four board members or not less than
> two-thirds of all board members (whichever is a smaller number) shall
> constitute a quorum and shall be necessary to conduct the business of
> this organization. A lesser number may adjourn the meeting for a period
> of not more than two weeks from the date scheduled by these bylaws, and
> the Secretary shall cause a notice of this scheduled meeting to be sent
> to all those who were not present at the meeting originally called."

Having just been accepted as a contributing member of SPI, I hereby
also second this proposal.

- Ted

On Tue, Dec 10, 2002 at 05:01:18PM -0500, Jimmy Kaplowitz wrote:
> How would you remedy this? The board can't remove people at meetings

There are many options, and while it is not incumbent upon me to produce one
in order for my argument against your proposal to be valid, here are some
options for you and others to entertain:

* Propose an amendment to the bylaws providing for a removal of a board
member by a suitable majority of the contributing members. One might argue
that this power is already laid out ("Members have the right and
responsibility of overseeing the board members"), but making it explicit
could get to your goal.

* Propose a more restrictive amendment allowing the lower quorum only for a
very restrictive set of actions (removing a board member that has been
absent x meetings in the last y months or something)

The bylaws are vague about exactly how board members (and officers) are
elected and how they are removed. It seems to me that we are generally
operating by precedent right now, though I lack the historical knowledge to
verify that assumption. You could correct this.

Please note that the mentioning of these options above does not necessarily
constitute endorsement of them.

> without a quorum, and the only provision for voting via email allows any
> board member to veto the resolution. Also, the board has not acted on
> any of 4 or 5 nominations for new board members that have been received
> by it.

You could also propose an amendment to alter any of these items.

> Those things are more controversial, so I left them out of this
> proposal. This is sort of a band-aid, but it is a necessary one; it will

Aye, but the fact that something is controversial does not mean that it is
not worth doing. The very existance of SPI is controversial, both within
our own (Free Software / Open Source) community and at large (Free Software
vs. BSA, etc.) Let's not propose half-fixes for something that is broken.
If we're going to fix it, let's fix it RIGHT.

Rather than applying masking tape over the hole in the leaky bucket, use the
welder and fix it permanently. :-)

I fear that concentrating more power in the hands of a few (remember, the
current members of the board may not be so in years to come) is a dangerous
thing and should be undertaken only with due caution. Plus, it doesn't even
fix the problem at hand.

> members. So, this is the only way to fix the composition of the board.

You could even time-limit your proposal -- allow a quorum of 4 until the end
of January 2003, for instance.

> (Also, some board members are working behind the scenes to get the
> current board to act despite its largely inactive membership; but it's
> better to proceed on multiple fronts at once, so that something will
> happen.)

Agreed.

--
John Goerzen <jgoerzen(at)complete(dot)org> www.complete.org

On Tue, Dec 10, 2002 at 07:12:22PM -0600, John Goerzen wrote:
> * Propose an amendment to the bylaws providing for a removal of a board
> member by a suitable majority of the contributing members. One might argue
> that this power is already laid out ("Members have the right and
> responsibility of overseeing the board members"), but making it explicit
> could get to your goal.

Hmm, I didn't notice that ... it's possible we could even make a
separate proposal to remove certain board members immediately upon
passage. However, it could easily be argued that the way in which
members oversee board members is by electing different people every year
in July (who knows when that will start happening...).

> * Propose a more restrictive amendment allowing the lower quorum only for a
> very restrictive set of actions (removing a board member that has been
> absent x meetings in the last y months or something)

There is already some nebulous talk in the bylaws about removal
hearings, that isn't really very well spelled out. We could possibly
make a proposal to specify how those would work ... that probably
shouldn't be in this proposal now, because it could probably be done
without amending the bylaws, therefore requiring many, many fewer votes
to pass. (It could be as few as 41.)

> The bylaws are vague about exactly how board members (and officers) are
> elected and how they are removed. It seems to me that we are generally
> operating by precedent right now, though I lack the historical knowledge to
> verify that assumption. You could correct this.

The bylaws, combined with a resolution of the board regarding
attendance, do specify some things, and also leave some things vague. As
for elections, you're right that the board has been extremely remiss in
not doing that.

> Please note that the mentioning of these options above does not necessarily
> constitute endorsement of them.

What option do you endorse, then?

> Aye, but the fact that something is controversial does not mean that it is
> not worth doing. The very existance of SPI is controversial, both within
> our own (Free Software / Open Source) community and at large (Free Software
> vs. BSA, etc.) Let's not propose half-fixes for something that is broken.
> If we're going to fix it, let's fix it RIGHT.
>
> Rather than applying masking tape over the hole in the leaky bucket, use the
> welder and fix it permanently. :-)

That's harder to do quickly. If my nomination to the board is accepted,
I plan to form a Bylaws Revision Committee or some such thing, so that
people can properly plan a revision to the bylaws, and take our time
doing so. Most things are fine with the bylaws, but some things
definitely need to be specified better: the quorum rules could get more
flexible/complicated, the meetings should not be indicated as happening
quarterly when they are happening monthly, and the basis in the bylaws
for the email voting mechanism needs to be solidified. That is the
proper fix, and it's too much to do right now.

And how is SPI's existence controversial within the OSS/FS community?
It's certainly providing a needed service (legal umbrella status), and
when it's back on its feet there are lots of other things it can be
doing as well.

- Jimmy Kaplowitz
jimmy(at)debian(dot)org

As a contributing member of SPI I second this motion.

On Tue, 2002-12-10 at 15:27, Jimmy Kaplowitz wrote:
> WHEREAS the SPI Board has been ineffectual due to four consecutive
> failures to make quorum at meetings;
>
> WHEREAS it is essential that SPI has a functioning board, so that the
> Corporation can properly function;
>
> WHEREAS it is within the authority of the contributing membership to
> amend the bylaws by an affirmative vote of 2/3 of its number;
>
> 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:
>
> The following sentence in ARTICLE FOUR is hereby deleted:
>
> "The presence of not less than two-thirds of the board members shall
> constitute a quorum and shall be necessary to conduct the business of
> this organization, but a lesser number may adjourn the meeting for a
> period of not more than two weeks from the date scheduled by these
> bylaws and the Secretary shall cause a notice of this scheduled meeting
> to be sent to all those who were not present at the meeting originally
> called."
>
> In its place are inserted the following two sentences:
>
> "The presence of not fewer than four board members or not less than
> two-thirds of all board members (whichever is a smaller number) shall
> constitute a quorum and shall be necessary to conduct the business of
> this organization. A lesser number may adjourn the meeting for a period
> of not more than two weeks from the date scheduled by these bylaws, and
> the Secretary shall cause a notice of this scheduled meeting to be sent
> to all those who were not present at the meeting originally called."

--
_____________________________________________________________________
Ean Schuessler ean(at)brainfood(dot)com
Chief Technology Officer 214-720-0700 x 315
Brainfood, Inc. http://www.brainfood.com

On Tue, Dec 10, 2002 at 08:32:53PM -0500, Jimmy Kaplowitz wrote:
> > responsibility of overseeing the board members"), but making it explicit
> > could get to your goal.
>
> Hmm, I didn't notice that ... it's possible we could even make a
> separate proposal to remove certain board members immediately upon
> passage. However, it could easily be argued that the way in which
> members oversee board members is by electing different people every year
> in July (who knows when that will start happening...).

It was unclear from the bylaws alone, to me, whether the membership or the
existing board does that voting. Might be well to clear that up as well.

I think it would be good to add the ability for the membership to recall a
board member at any time by a supermajority vote. This goes along well with
both the letter and the spirit of the bylaws as they exist today. It will
serve to hold board members accountable (better than reducing the quorum
would) to the membership (to whom they are supposed to be accountable
anyway). It will also give the membership a genuine stake in the outcome --
if people are fed up about something, they can do something about it. And
likewise, if apathy infects the membership, there is nobody but themselves
to blame. I think it could make a good way to get SPI off on better
footing.

> There is already some nebulous talk in the bylaws about removal
> hearings, that isn't really very well spelled out. We could possibly

I think that could remain; as I recall, that is a procedure for the board to
remove one of their own members. I think it's fine that it's not heavily
spelled out in the bylaws -- there are things that don't have to be.

> make a proposal to specify how those would work ... that probably
> shouldn't be in this proposal now, because it could probably be done
> without amending the bylaws, therefore requiring many, many fewer votes
> to pass. (It could be as few as 41.)

I believe that the existing removal procedure would require quorum of the
board, so such an amendment probably wouldn't have any effect on the current
problems.

> > Please note that the mentioning of these options above does not necessarily
> > constitute endorsement of them.
>
> What option do you endorse, then?

I would support a well-written resolution empowering a supermajority of
contributing members to issue a recall of any board members or officers at
any time. If there is support for such an idea, I am willing to draft that,
or I would second a suitable proposal from someone else.

I want to do some more research on the history, bylaws, and resolutions of
SPI before taking a public position on the others.

> quarterly when they are happening monthly, and the basis in the bylaws
> for the email voting mechanism needs to be solidified. That is the
> proper fix, and it's too much to do right now.

I don't think even that those things will address the immediate problem, but
in any case, that's immaterial, since as you say, it is too much to do right
now.

> And how is SPI's existence controversial within the OSS/FS community?

There was, as I recall, quite a debate about its creation. (Does Debian
really need an organization to do these things? Should SPI really be a US
corporation? etc) Things like supporting GNOME instead of KDE have been
controversial as well. That doesn't mean that these were the wrong things
to do. I'm just saying that the notion that "x is controversial; therefore,
we should not do x" is not, in my opinion, a very good mantra for an
organization such as this.

> It's certainly providing a needed service (legal umbrella status), and
> when it's back on its feet there are lots of other things it can be
> doing as well.

I wholeheartedly agree, though I'm not sure how good a job it's doing just
now.

-- John

Seconded:

On Tue, Dec 10, 2002 at 04:27:36PM -0500, Jimmy Kaplowitz wrote:
> WHEREAS the SPI Board has been ineffectual due to four consecutive
> failures to make quorum at meetings;
>
> WHEREAS it is essential that SPI has a functioning board, so that the
> Corporation can properly function;
>
> WHEREAS it is within the authority of the contributing membership to
> amend the bylaws by an affirmative vote of 2/3 of its number;
>
> 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:
>
> The following sentence in ARTICLE FOUR is hereby deleted:
>
> "The presence of not less than two-thirds of the board members shall
> constitute a quorum and shall be necessary to conduct the business of
> this organization, but a lesser number may adjourn the meeting for a
> period of not more than two weeks from the date scheduled by these
> bylaws and the Secretary shall cause a notice of this scheduled meeting
> to be sent to all those who were not present at the meeting originally
> called."
>
> In its place are inserted the following two sentences:
>
> "The presence of not fewer than four board members or not less than
> two-thirds of all board members (whichever is a smaller number) shall
> constitute a quorum and shall be necessary to conduct the business of
> this organization. A lesser number may adjourn the meeting for a period
> of not more than two weeks from the date scheduled by these bylaws, and
> the Secretary shall cause a notice of this scheduled meeting to be sent
> to all those who were not present at the meeting originally called."

--
Anthony Towns <aj(at)humbug(dot)org(dot)au> <http://azure.humbug.org.au/~aj/>
I don't speak for anyone save myself. GPG signed mail preferred.

``If you don't do it now, you'll be one year older when you do.''

On Tue, 10 Dec 2002, Jimmy Kaplowitz wrote:

> WHEREAS the SPI Board has been ineffectual due to four consecutive
> failures to make quorum at meetings;
>
> WHEREAS it is essential that SPI has a functioning board, so that the
> Corporation can properly function;
>
> WHEREAS it is within the authority of the contributing membership to
> amend the bylaws by an affirmative vote of 2/3 of its number;
>
> 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:
>
> The following sentence in ARTICLE FOUR is hereby deleted:
>
> "The presence of not less than two-thirds of the board members shall
> constitute a quorum and shall be necessary to conduct the business of
> this organization, but a lesser number may adjourn the meeting for a
> period of not more than two weeks from the date scheduled by these
> bylaws and the Secretary shall cause a notice of this scheduled meeting
> to be sent to all those who were not present at the meeting originally
> called."
>
> In its place are inserted the following two sentences:
>
> "The presence of not fewer than four board members or not less than
> two-thirds of all board members (whichever is a smaller number) shall
> constitute a quorum and shall be necessary to conduct the business of
> this organization. A lesser number may adjourn the meeting for a period
> of not more than two weeks from the date scheduled by these bylaws, and
> the Secretary shall cause a notice of this scheduled meeting to be sent
> to all those who were not present at the meeting originally called."

seconded.

On Tue, Dec 10, 2002 at 05:01:18PM -0500, Jimmy Kaplowitz wrote:
> How would you remedy this? The board can't remove people at meetings
> without a quorum, and the only provision for voting via email allows any
> board member to veto the resolution.

Eh? That's for the board to do email voting, not for the membership. The
By laws don't actually make it clear, but normally one expects board
members to be approved by the membership, not the board itself.

Cheers,
aj

--
Anthony Towns <aj(at)humbug(dot)org(dot)au> <http://azure.humbug.org.au/~aj/>
I don't speak for anyone save myself. GPG signed mail preferred.

``If you don't do it now, you'll be one year older when you do.''

I second the proposal attached as authored by Jimmy Kaplowitz.

Glenn

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Hash: SHA1

Seconded.

> WHEREAS the SPI Board has been ineffectual due to four consecutive
> failures to make quorum at meetings;
>
> WHEREAS it is essential that SPI has a functioning board, so that the
> Corporation can properly function;
>
> WHEREAS it is within the authority of the contributing membership to
> amend the bylaws by an affirmative vote of 2/3 of its number;
>
> 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:
>
> The following sentence in ARTICLE FOUR is hereby deleted:
>
> "The presence of not less than two-thirds of the board members shall
> constitute a quorum and shall be necessary to conduct the business of
> this organization, but a lesser number may adjourn the meeting for a
> period of not more than two weeks from the date scheduled by these
> bylaws and the Secretary shall cause a notice of this scheduled meeting
> to be sent to all those who were not present at the meeting originally
> called."
>
> In its place are inserted the following two sentences:
>
> "The presence of not fewer than four board members or not less than
> two-thirds of all board members (whichever is a smaller number) shall
> constitute a quorum and shall be necessary to conduct the business of
> this organization. A lesser number may adjourn the meeting for a period
> of not more than two weeks from the date scheduled by these bylaws, and
> the Secretary shall cause a notice of this scheduled meeting to be sent
> to all those who were not present at the meeting originally called."
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I second this proposal

On Tue, Dec 10, 2002 at 04:27:36PM -0500, Jimmy Kaplowitz wrote:
> WHEREAS the SPI Board has been ineffectual due to four consecutive
> failures to make quorum at meetings;
>
> WHEREAS it is essential that SPI has a functioning board, so that the
> Corporation can properly function;
>
> WHEREAS it is within the authority of the contributing membership to
> amend the bylaws by an affirmative vote of 2/3 of its number;
>
> 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:
>
> The following sentence in ARTICLE FOUR is hereby deleted:
>
> "The presence of not less than two-thirds of the board members shall
> constitute a quorum and shall be necessary to conduct the business of
> this organization, but a lesser number may adjourn the meeting for a
> period of not more than two weeks from the date scheduled by these
> bylaws and the Secretary shall cause a notice of this scheduled meeting
> to be sent to all those who were not present at the meeting originally
> called."
>
> In its place are inserted the following two sentences:
>
> "The presence of not fewer than four board members or not less than
> two-thirds of all board members (whichever is a smaller number) shall
> constitute a quorum and shall be necessary to conduct the business of
> this organization. A lesser number may adjourn the meeting for a period
> of not more than two weeks from the date scheduled by these bylaws, and
> the Secretary shall cause a notice of this scheduled meeting to be sent
> to all those who were not present at the meeting originally called."

--
Pierre Machard
<pmachard(at)tuxfamily(dot)org> TuxFamily.org
<pmachard(at)techmag(dot)net> techmag.info
+33(0)668 178 365 http://migus.tuxfamily.org/gpg.txt
GPG: 1024D/23706F87 : B906 A53F 84E0 49B6 6CF7 82C2 B3A0 2D66 2370 6F87

Hi,

Jimmy Kaplowitz wrote:
> WHEREAS the SPI Board has been ineffectual due to four consecutive
> failures to make quorum at meetings;
>
> WHEREAS it is essential that SPI has a functioning board, so that the
> Corporation can properly function;
>
> WHEREAS it is within the authority of the contributing membership to
> amend the bylaws by an affirmative vote of 2/3 of its number;
>
> 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:
>
> The following sentence in ARTICLE FOUR is hereby deleted:
>
> "The presence of not less than two-thirds of the board members shall
> constitute a quorum and shall be necessary to conduct the business of
> this organization, but a lesser number may adjourn the meeting for a
> period of not more than two weeks from the date scheduled by these
> bylaws and the Secretary shall cause a notice of this scheduled meeting
> to be sent to all those who were not present at the meeting originally
> called."
>
> In its place are inserted the following two sentences:
>
> "The presence of not fewer than four board members or not less than
> two-thirds of all board members (whichever is a smaller number) shall
> constitute a quorum and shall be necessary to conduct the business of
> this organization. A lesser number may adjourn the meeting for a period
> of not more than two weeks from the date scheduled by these bylaws, and
> the Secretary shall cause a notice of this scheduled meeting to be sent
> to all those who were not present at the meeting originally called."

I second that.

Regards,

Rene

--
.''`. Rene Engelhard -- Debian GNU/Linux Developer
: :' : http://www.debian.org | http://people.debian.org/~rene/
`. `' rene(at)debian(dot)org | GnuPG-Key ID: 248AEB73
`- Fingerprint: 41FA F208 28D4 7CA5 19BB 7AD9 F859 90B0 248A EB73

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.

> WHEREAS it is essential that SPI has a functioning board, so that the
> Corporation can properly function;

Ack.

> WHEREAS it is within the authority of the contributing membership to
> amend the bylaws by an affirmative vote of 2/3 of its number;

Ack.

> 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?

> The following sentence in ARTICLE FOUR is hereby deleted:
>
> "The presence of not less than two-thirds of the board members shall
> constitute a quorum and shall be necessary to conduct the business of
> this organization, but a lesser number may adjourn the meeting for a
> period of not more than two weeks from the date scheduled by these
> bylaws and the Secretary shall cause a notice of this scheduled meeting
> to be sent to all those who were not present at the meeting originally
> called."
>
> In its place are inserted the following two sentences:
>
> "The presence of not fewer than four board members or not less than
> two-thirds of all board members (whichever is a smaller number) shall
> constitute a quorum and shall be necessary to conduct the business of
> this organization. A lesser number may adjourn the meeting for a period
> of not more than two weeks from the date scheduled by these bylaws, and
> the Secretary shall cause a notice of this scheduled meeting to be sent
> to all those who were not present at the meeting originally called."

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.

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.

I'm sorry.

Regards,

Joey

--
Given enough thrust pigs will fly, but it's not necessarily a good idea.

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.

On Tue, Dec 10, 2002 at 04:27:36PM -0500, Jimmy Kaplowitz wrote:
> The following sentence in ARTICLE FOUR is hereby deleted:
>
> "The presence of not less than two-thirds of the board members shall
> constitute a quorum and shall be necessary to conduct the business of
> this organization, but a lesser number may adjourn the meeting for a
> period of not more than two weeks from the date scheduled by these
> bylaws and the Secretary shall cause a notice of this scheduled meeting
> to be sent to all those who were not present at the meeting originally
> called."
>
> In its place are inserted the following two sentences:
>
> "The presence of not fewer than four board members or not less than
> two-thirds of all board members (whichever is a smaller number) shall
> constitute a quorum and shall be necessary to conduct the business of
> this organization. A lesser number may adjourn the meeting for a period
> of not more than two weeks from the date scheduled by these bylaws, and
> the Secretary shall cause a notice of this scheduled meeting to be sent
> to all those who were not present at the meeting originally called."

If we are to vote for this, I propose the following instead.

In its place are inserted the following two sentences:

"The presence of not less than one-half of the board members shall
constitute a quorum and shall be necessary to conduct the business of
this organization, but a lesser number may adjourn the meeting for a
period of not more than two weeks from the date scheduled by these
bylaws and the Secretary shall cause a notice of this scheduled meeting
to be sent to all those who were not present at the meeting originally
called."

RATIONALE: With the current number of board members (8), the chorum
is 4 as for Jimmy Kaplowitz proposal, but it scales better with
12 board members.

Cheers,
Bill.

On Wed, Dec 11, 2002 at 04:20:30AM -0500, Jimmy Kaplowitz wrote:
> 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.

What if all of the members are active, but four of them manage to call a
meeting at a time when the others couldn't attend? They could conceivably
act to remove all the others, or something else nefarious.

Note that I'm not implying that any of our current members, or any current
candidates, would do this -- just that this is a possibility opened up by
your proposal. With the current quorum requirements, it is significantly
more difficult. Checks and balances.

> 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.

What about the other options I mentioned, such as enabling the membership to
recall board members? This would fix both the instant problem as well as
any future like problems, without reducing the powers of democracy or other
negative side-effects. Nobody has yet pointed out any serious problem with
this idea (perhaps there are; I haven't seen any), and to me it seems better
than your proposal.

> 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

> 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.)

I dislike the notion that we would have to modify the bylaws each time we
get into this problem, or to put "special-case code" into there to deal with
this. The bylaws should be strong enough on their own merit to deal with
this in the overall umbrella of the good functioning of SPI. And if they
are not, then they should be amended to fix the general case, rather than
the specific one.

What I'm saying is this: if we have a situation in which a board member
needs to be recalled, let's fix this for all situations, rather than this
one narrow one. Allowing a suitable supermajority of contributing members
issue a recall order seems like a good fix to me.

> In particular, if the board manages to fix itself without this proposal,
> I would be quite happy to withdraw it before passage.

Good. Even if they do, I still think that the election and recall
procedures ought to be spelled out more clearly.

-- John

On Wed, Dec 11, 2002 at 09:50:22AM +0100, Martin Schulze wrote:
> 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.

Exactly. If there aren't that many active, then the problem is larger than
simply failing to meet quorum, and relaxing those requirements on a
permanent basis wouldn't fix it.

-- John

Jimmy Kaplowitz wrote:
> 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.

Hm. Granted, this makes it three consecutive meetings. I have to
admit that I haven't read resolution 2002-05-07.wta recently and my
feeling for a meeting is that an official needs to call for a meeting
and propose an agenda. However, it seems that this is just my feeling
and my practice but not backed up by the resolution.

However, I still disagree that there are four meetings failed. Nobody
officially adjourned the meeting outside of the people who were around
on the first Tuesday, hence, there was no adjourned meeting. You
can't expect people to forsee meetings etc.

Apart from that the meeting on October 1st also failed, but it I
called for a meeting on October 2nd to be helt on October 8th,
including an agenda. However, since the meeting from Oct 1st was
moved to Oct 8th, called properly, and that one failed, only one
meeting failed, not two.

Oh, that also means that even if I would accept that a meeting took
place on Dec 10th, it's still the same as on Dec 3rd and hence only
one instead of two meetings failed. Well...

> > 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.

I disagree. 100% of the Board should be active, however, it should be
sufficient for 2/3 of the Board to attend the annual Board meeting to
meet the quorum.

> > 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

You can't change the By-Laws at will, whatever meets your current
vision best. This is just rubbish. The By-Laws instead should be as
stable and match as many situations as possible, to prevent the
Corporation from fraud or bad decisions by a small group.

> 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);

Please explain. The By-Laws talks about voting and meetings. Some
resolutions introduce monthly meetings and email voting in order to
make things easier and provide a better basis for continuesly work.

I fail to see why this requires a change of the By-Laws instead an
updated resolution.

> this could be solidified. Second, the bylaws need to be updated to
> indicate that the board now meets monthly and not quarterly. Third,

I also disagree. The By-Laws state that the Corporation has an annual
Board meeting on the 1st of July. They also state that the Board
meetings shall be helt quarter-yearly (hmm, it says quarterly, but I
guess that's a thinko).

I don't see a problem with a resolution that is more strict than the
By-Laws, which state the requirements of the Board, the Members and
the Corporation in relation with state, business and economical /
financial law. The Corporation-internal rules can always be more
strict than the By-Laws. Only the other way around, holding less
meetings than required in tye By-Laws would not be ok.

> 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.

As I said, you cannot change things at will to match your current
situation.

Regards,

Joey

--
Given enough thrust pigs will fly, but it's not necessarily a good idea.

On Wed, Dec 11, 2002 at 07:38:40AM -0600, John Goerzen wrote:
> Note that I'm not implying that any of our current members, or any current
> candidates, would do this -- just that this is a possibility opened up by
> your proposal. With the current quorum requirements, it is significantly
> more difficult. Checks and balances.

On Wed, Dec 11, 2002 at 05:04:22PM +0100, Martin Schulze wrote:
> However, I still disagree that there are four meetings failed.

Guys, enough. I'd be the last person to disagree with protracted debate
on principle, but there comes a time when it is better to make suboptimal
decisions promptly. For SPI, that time's now. The resolution we have
before us mightn't be perfect, but it's time to stop the bickering and
just make it work.

Note that if the board fails to meet on the 17th, and sticks with its
Tuesday meeting schedule, it has the opportunity to meet on Christmas
eve, or on New Year's eve, or to fail its mandated responsibility to
meet once each quarter.

Cheers,
aj

--
Anthony Towns <aj(at)humbug(dot)org(dot)au> <http://azure.humbug.org.au/~aj/>
I don't speak for anyone save myself. GPG signed mail preferred.

``If you don't do it now, you'll be one year older when you do.''

On Wed, Dec 11, 2002 at 05:04:22PM +0100, Martin Schulze wrote:
> However, I still disagree that there are four meetings failed. Nobody
> officially adjourned the meeting outside of the people who were around
> on the first Tuesday, hence, there was no adjourned meeting. You
> can't expect people to forsee meetings etc.

I don't know what this means. The official adjournment happened at the
meeting. So it was officially adjourned. The lack of a notice to the
board(at)spi-inc(dot)org address is a problem, but then again all such notices
are really wiggy's responsibility as Secretary (this is stated in the
bylaws), and his failure to perform the duties of his office do not
change the fact that the meeting was adjourned. Maybe it cannot be
forseen by the people who were absent, and so maybe they should not be
marked as absent in the attendance policy (though actually they should,
since this situation is not excepted in the policy), but the fact
remains that the board met and failed to reach a quorum.

> Oh, that also means that even if I would accept that a meeting took
> place on Dec 10th, it's still the same as on Dec 3rd and hence only
> one instead of two meetings failed. Well...

You are right that it was one logical meeting, that was adjourned and
then resumed. However, it was two actual meetings, by which I mean that
board members assembled in one (virtual) location at the same time on
two different occasions. Each time, a quorum was separately sought, and
both times it separately failed to be attained. That is the sense in
which there were two meetings in December to which I was referring. I
agree it is ambiguous what I meant, but I still maintain that my reading
is a valid one.

> > > 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.
>
> I disagree. 100% of the Board should be active, however, it should be
> sufficient for 2/3 of the Board to attend the annual Board meeting to
> meet the quorum.

Of course. I was stating an ideal worst-case scenario, not the best-case
scenario.

> You can't change the By-Laws at will, whatever meets your current
> vision best. This is just rubbish. The By-Laws instead should be as
> stable and match as many situations as possible, to prevent the
> Corporation from fraud or bad decisions by a small group.

I know. The Bylaws, however, do not currently match all situations. For
example, our current situation (where half of the board is inactive) is
rather tricky under our current Bylaws, as we're all finding out. There
are other things that could be improved (the thread discussing this
proposal on spi-general has several suggestions) as well. The Bylaws
aren't really decided on by the membership as things stand, though they
should be; they were decided on by the few founders of SPI. Anyway, the
Bylaws Revision Committee would do something similar to a Charter
Revision Committee in my home town of New York City; it would propose a
a bylaws amendment to the membership, like this one except that it would
result from long deliberation and discussion with membership and board
members, as well as our lawyer. The committee would disband when it is
done with its work; the idea is not to change them at will, but to
improve them once and then hopefully not have to worry about them again.

> > 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);
>
> Please explain. The By-Laws talks about voting and meetings. Some
> resolutions introduce monthly meetings and email voting in order to
> make things easier and provide a better basis for continuesly work.

Article 7 says that the "Board of Directors shall only act in the name
of the organization when it shall be regularly convened by its chairman
after due notice to all the directors of [a] meeting." Despite
indications to this effect in the email voting resolution, it's doubtful
to me that a non-real-time interaction such as email voting can count as
a meeting. First of all, the agenda for all meetings is specified in
article 6 of the bylaws, and I don't think that email voting follows
that. Second, who convenes email voting meetings? Third, where are the
minutes for these meetings, including saying who voted for what? I think
it's clear that they are different enough from regular meetings that
they shouldn't just count as such.

Note I do like the idea of email voting; the Bylaws just need to be
revised to provide a firm basis for it.

> meetings shall be helt quarter-yearly (hmm, it says quarterly, but I
> guess that's a thinko).

No, quarterly in English usually means quarter-yearly.

> I don't see a problem with a resolution that is more strict than the
> By-Laws, which state the requirements of the Board, the Members and
> the Corporation in relation with state, business and economical /
> financial law. The Corporation-internal rules can always be more
> strict than the By-Laws. Only the other way around, holding less
> meetings than required in tye By-Laws would not be ok.

On the other hand, if someone looks at the bylaws to find out when the
board meets, they might not realize that there is a more strict
governing resolution. In any case, I think it's better to require the
board to meet monthly, though one might permit resolutions to be made on
an as-need basis to skip or reschedule individual meetings (e.g., for
the holiday season).

> As I said, you cannot change things at will to match your current
> situation.

See my clarification of my idea for the committee above.

- Jimmy Kaplowitz
jimmy(at)debian(dot)org

On Thu, Dec 12, 2002 at 02:49:09AM +1000, Anthony Towns wrote:
> On Wed, Dec 11, 2002 at 05:04:22PM +0100, Martin Schulze wrote:
> > However, I still disagree that there are four meetings failed.
>
> Guys, enough. I'd be the last person to disagree with protracted debate
> on principle, but there comes a time when it is better to make suboptimal
> decisions promptly. For SPI, that time's now. The resolution we have
> before us mightn't be perfect, but it's time to stop the bickering and
> just make it work.

I think that the resolution before us is a case of "the cure is worse than
the disease" -- that is, I disagree that is is even good for SPI or will
really just make it work.

I have said there are some options I think are better: 1) putting a built-in
time limit on this resolution, 2) allowing the membership to recall board
members. I would be happy to offer, later today, a resolution for #2 if
there is any support for such. (If I'm the only one behind that option,
there's no point in bothering.)

Thus, we could vote on both proposals immeditately (or at the same time; I
haven't yet looked into SPI membership voting procedures). I don't think it
would slow things down at all to merely have the option.

> Note that if the board fails to meet on the 17th, and sticks with its
> Tuesday meeting schedule, it has the opportunity to meet on Christmas
> eve, or on New Year's eve, or to fail its mandated responsibility to
> meet once each quarter.
>
> Cheers,
> aj
>
> --
> Anthony Towns <aj(at)humbug(dot)org(dot)au> <http://azure.humbug.org.au/~aj/>
> I don't speak for anyone save myself. GPG signed mail preferred.
>
> ``If you don't do it now, you'll be one year older when you do.''

--
John Goerzen <jgoerzen(at)complete(dot)org> www.complete.org

Jimmy Kaplowitz wrote:
> On Wed, Dec 11, 2002 at 05:04:22PM +0100, Martin Schulze wrote:
> > However, I still disagree that there are four meetings failed. Nobody
> > officially adjourned the meeting outside of the people who were around
> > on the first Tuesday, hence, there was no adjourned meeting. You
> > can't expect people to forsee meetings etc.
>
> I don't know what this means. The official adjournment happened at the
> meeting. So it was officially adjourned. The lack of a notice to the
> board(at)spi-inc(dot)org address is a problem,

I disagree. As I said, you can't expect Board members to forsee a
meeting if nobody informs them that a meeting is going to happen. As
you stated yourself, the meeting should take place on the first
Tuesday, not on the second. Hence, if nobody tells a Board member
that there is a meeting in time (i.e. *before*) the meeting which was
adjourned, you can't expect him to know about it.

We are no visionaries.

> board(at)spi-inc(dot)org address is a problem, but then again all such notices
> are really wiggy's responsibility as Secretary (this is stated in the
> bylaws), and his failure to perform the duties of his office do not
> change the fact that the meeting was adjourned. Maybe it cannot be
> forseen by the people who were absent, and so maybe they should not be
> marked as absent in the attendance policy (though actually they should,
> since this situation is not excepted in the policy), but the fact
> remains that the board met and failed to reach a quorum.

Yeah, but since he does not act properly as Secretary - and refuses
to free that position - this doesn't work. Hence, either somebody
steps forward and shows action or nothing will happen.

> > Oh, that also means that even if I would accept that a meeting took
> > place on Dec 10th, it's still the same as on Dec 3rd and hence only
> > one instead of two meetings failed. Well...
>
> You are right that it was one logical meeting, that was adjourned and
> then resumed. However, it was two actual meetings, by which I mean that
> board members assembled in one (virtual) location at the same time on
> two different occasions. Each time, a quorum was separately sought, and
> both times it separately failed to be attained. That is the sense in
> which there were two meetings in December to which I was referring. I
> agree it is ambiguous what I meant, but I still maintain that my reading
> is a valid one.

And I still disagree. Especially with looking at Resolution
2001-09-17.br (Board Meeting Attendance Policy) and fairplay - even
for those who fail to act accordingly.

> > You can't change the By-Laws at will, whatever meets your current
> > vision best. This is just rubbish. The By-Laws instead should be as
> > stable and match as many situations as possible, to prevent the
> > Corporation from fraud or bad decisions by a small group.
>
> I know. The Bylaws, however, do not currently match all situations. For
> example, our current situation (where half of the board is inactive) is

So fix it in general but don't play with it.

> > > 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);
> >
> > Please explain. The By-Laws talks about voting and meetings. Some
> > resolutions introduce monthly meetings and email voting in order to
> > make things easier and provide a better basis for continuesly work.
>
> Article 7 says that the "Board of Directors shall only act in the name
> of the organization when it shall be regularly convened by its chairman
> after due notice to all the directors of [a] meeting." Despite
> indications to this effect in the email voting resolution, it's doubtful
> to me that a non-real-time interaction such as email voting can count as
> a meeting. First of all, the agenda for all meetings is specified in
> article 6 of the bylaws, and I don't think that email voting follows
> that. Second, who convenes email voting meetings? Third, where are the
> minutes for these meetings, including saying who voted for what? I think
> it's clear that they are different enough from regular meetings that
> they shouldn't just count as such.

I don't see a problem with email voting. Email voting doesn't need to
count as "meeting" as long as there are regular meetings. It does
mean, however, that we can't remove IRC meetings and move to email
only. That, however, is also no problem if email voting would be the
preferred method and there would still be monthly or quarter-yearly
real-time meetings on which only few decisions will be made.

By the way, article 7 says:

The Board of Directors shall have the control and management of the
affairs and business of this organization. Such Board of Directors
shall only act in the name of the organization when it shall be
regularly convened by its chairman after due notice to all the
directors of such meeting.

When I read this, the Resolution 2002-05-07.wta (Regular meeting
schedule) doesn't match the By-Laws since the resolution doesn't
mention that the chairman needs to convene a meeting with due notice.

> > meetings shall be helt quarter-yearly (hmm, it says quarterly, but I
> > guess that's a thinko).
>
> No, quarterly in English usually means quarter-yearly.

See, why I need an assistant? :)
Oh well, since I'm not vp anymore, I don't need him anymore...

> On the other hand, if someone looks at the bylaws to find out when the
> board meets, they might not realize that there is a more strict
> governing resolution. In any case, I think it's better to require the

So what? There are still quarterly meetings. It's not that important
that the Board is overzealous and maintains two more meetings between
two of them.

Regards,

Joey

--
Given enough thrust pigs will fly, but it's not necessarily a good idea.

> > Guys, enough. I'd be the last person to disagree with protracted debate
> > on principle, but there comes a time when it is better to make
suboptimal
> > decisions promptly. For SPI, that time's now. The resolution we have
> > before us mightn't be perfect, but it's time to stop the bickering and
> > just make it work.
>
> I think that the resolution before us is a case of "the cure is worse than
> the disease" -- that is, I disagree that is is even good for SPI or will
> really just make it work.

I agree. Changes to procedures are not helpful at this point and will most
likely result in another drawn out debate.
As programmers/software people we seem to have a tendency to change
processes rather than dealing with the other issues that are not "coded"
somewhere..

We need to work within the existing framework first to get some people on
board that are actually willing to do something and then move things ahead.
Joey's initial approach of wanting to have new leadership is exactly what is
needed. Let us follow through on it.

Organize a few people that have the desire to get involved with SPI. If they
can properly communicate among themselves and come up with actionable ideas
then they will surely be able to get things going. The mailing list
discussion with people coming and going and throwing in one idea after
another is not helping.

I am willing to get involved but only if we can get a core set of people
together. I am not interested in wasting my time with endless discussions.

-----BEGIN PGP SIGNED MESSAGE-----
Hash: SHA1

I second this in the interests of moving things forward.

WHEREAS the SPI Board has been ineffectual due to four consecutive
failures to make quorum at meetings;

WHEREAS it is essential that SPI has a functioning board, so that the
Corporation can properly function;

WHEREAS it is within the authority of the contributing membership to
amend the bylaws by an affirmative vote of 2/3 of its number;

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:

The following sentence in ARTICLE FOUR is hereby deleted:

"The presence of not less than two-thirds of the board members shall
constitute a quorum and shall be necessary to conduct the business of
this organization, but a lesser number may adjourn the meeting for a
period of not more than two weeks from the date scheduled by these
bylaws and the Secretary shall cause a notice of this scheduled meeting
to be sent to all those who were not present at the meeting originally
called."

In its place are inserted the following two sentences:

"The presence of not fewer than four board members or not less than
two-thirds of all board members (whichever is a smaller number) shall
constitute a quorum and shall be necessary to conduct the business of
this organization. A lesser number may adjourn the meeting for a period
of not more than two weeks from the date scheduled by these bylaws, and
the Secretary shall cause a notice of this scheduled meeting to be sent
to all those who were not present at the meeting originally called."

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As a contributing member of SPI, I reject this proposal. Anything that
reduces the democratic nature of the corporation in a long term way,
is potentially harmful.

Also, as has been pointed out, this proposal doesn't scale well at
all. If we are successful in our efforts, there may be hundreds of
open source organizations which are part of SPI in the future, and 4
would be a terribly small number of people to make a decision for all
of them.

> WHEREAS the SPI Board has been ineffectual due to four consecutive
> failures to make quorum at meetings;
>
> WHEREAS it is essential that SPI has a functioning board, so that the
> Corporation can properly function;
>
> WHEREAS it is within the authority of the contributing membership to
> amend the bylaws by an affirmative vote of 2/3 of its number;
>
> 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:
>
> The following sentence in ARTICLE FOUR is hereby deleted:
>
> "The presence of not less than two-thirds of the board members shall
> constitute a quorum and shall be necessary to conduct the business of
> this organization, but a lesser number may adjourn the meeting for a
> period of not more than two weeks from the date scheduled by these
> bylaws and the Secretary shall cause a notice of this scheduled meeting
> to be sent to all those who were not present at the meeting originally
> called."
>
> In its place are inserted the following two sentences:
>
> "The presence of not fewer than four board members or not less than
> two-thirds of all board members (whichever is a smaller number) shall
> constitute a quorum and shall be necessary to conduct the business of
> this organization. A lesser number may adjourn the meeting for a period
> of not more than two weeks from the date scheduled by these bylaws, and
> the Secretary shall cause a notice of this scheduled meeting to be sent
> to all those who were not present at the meeting originally called."
>
> _______________________________________________
> Spi-general mailing list
> Spi-general(at)lists(dot)spi-inc(dot)org
> http://lists.spi-inc.org/cgi-bin/listinfo/spi-general
>
>

--
michael cardenas | lead software engineer, lindows.com
hyperpoem.net | GNU/Linux software developer
people.debian.org/~mbc | encrypted email preferred

"What the poet is looking for is not the fundamental I but the deep you."
- Antonio Machado

On Fri, Dec 13, 2002 at 11:14:25PM -0800, Michael Cardenas wrote:
> As a contributing member of SPI, I reject this proposal.

As a contribitung member, you may speak against a proposal, or if the
proposal receives enough seconds to be put to the membership, vote
against it.

> If we are successful in our efforts, there may be hundreds of
> open source organizations which are part of SPI in the future, and 4
> would be a terribly small number of people to make a decision for all
> of them.

But one person would be a terribly small number of people to make a
decision for all of us, so, with all due apologies, you don't get to
single handedly reject it.

In any event, SPI doesn't make decisions for its member projects,
it simply manages (some of) its projects' assets in trust. Whether it
takes one person or a hundred to make decisions for SPI makes literally
no difference to the projects under it.

For those playing along at home, the motion has been seconded by

Rune B. Broberg
Scott Dier
Theodore Ts'o
Ean Schuessler
Anthony Towns
Peter Palfrader
Glen McGrath
Neal H. Walfield
Pierre Machard
Rene Engelhard
David Graham

and arguably Jimmy Kaplowitz; which means two (or four if Jimmy can't
second his own motion, and more than 24 contributing members have joined
this month) additional seconds are required before the motion is required
to be put to the membership.

Cheers,
aj, unimpressed with the choice between apathetic inactivity, and
outraged, obstructive inactivity

--
Anthony Towns <aj(at)humbug(dot)org(dot)au> <http://azure.humbug.org.au/~aj/>
I don't speak for anyone save myself. GPG signed mail preferred.

``Australian Linux Lovefest Heads West''
-- linux.conf.au, Perth W.A., 22nd-25th January 2003

On Sat, Dec 14, 2002 at 05:46:48PM +1000, Anthony Towns wrote:
> On Fri, Dec 13, 2002 at 11:14:25PM -0800, Michael Cardenas wrote:
> > As a contributing member of SPI, I reject this proposal.
>
> As a contribitung member, you may speak against a proposal, or if the
> proposal receives enough seconds to be put to the membership, vote
> against it.
>

That's all I was doing, was speaking against it. But thanks for the
clarification anyway.

--
michael cardenas | lead software engineer, lindows.com
hyperpoem.net | GNU/Linux software developer
people.debian.org/~mbc | encrypted email preferred

"There is no reality except the one contained within us. That is why so many people live such an unreal life. They take the images outside of them for reality and never allow the world within to assert itself."
- Herman Hesse

Hi,

[ I do not have access to my gpg key, since I am travelling
away from home]

I object to this proposal; mostly since I think the proposed
fix is a broken kludge; and is quite short sighted. The correct fix
would be to get more people on the board; and to have more business
conducted by the SPI officers, without needing the board to second
guess each and every decision made by the officers.

I also found the tone of this proposal quite confrontational,
but that is not germane to my voting against it.

manoj
--
You've been leading a dog's life. Stay off the furniture.
Manoj Srivastava <srivasta(at)acm(dot)org> <http://www.datasync.com/%7Esrivasta/>
1024R/C7261095 print CB D9 F4 12 68 07 E4 05 CC 2D 27 12 1D F5 E8 6E
1024D/BF24424C print 4966 F272 D093 B493 410B 924B 21BA DABB BF24 424C

Hi,

The presence of not fewer than four board members or not less than
two-thirds of all board members (whichever is a smaller number) shall
constitute a quorum and shall be necessary to conduct the business of
this organization.

May I ask how we reached the number 4? If we do not want a
rough consensus, and if getting work done is more important than
getting input from a reasonable majority of the board, shouldn't a
quorum requirement of the one, or the people present, allow us to
just swim thorough the agenda and gets loads accomplished? Isn't the
idea that we have a board to provide a wide talent set to add value
to the decision making process?

Why 4?

Why can't new board members not be appointed by email?

manoj

--
A holy man should behave in the village like a bee which takes its
food from a flower without hurting its appearance or its scent. 49
Manoj Srivastava <srivasta(at)acm(dot)org> <http://www.datasync.com/%7Esrivasta/>
1024R/C7261095 print CB D9 F4 12 68 07 E4 05 CC 2D 27 12 1D F5 E8 6E
1024D/BF24424C print 4966 F272 D093 B493 410B 924B 21BA DABB BF24 424C

>>"Jimmy" == Jimmy Kaplowitz <jimmy(at)debian(dot)org> writes:

Jimmy> On Sat, Dec 14, 2002 at 07:10:50PM -0500, Manoj Srivastava wrote:
>> Hi,
>>
>> The presence of not fewer than four board members or not less than
>> two-thirds of all board members (whichever is a smaller number) shall
>> constitute a quorum and shall be necessary to conduct the business of
>> this organization.
>>
>> Why 4?

Jimmy> That is the number of current board members who regularly attend
Jimmy> meetings. The number 4 would make it much easier to reach quorum than 5
Jimmy> or any higher number, given the current board.

And what hen the board grows? To be 20 strong? 50? a hundred?
The by laws would still say 4 would be enough? That is what I meant
by short sighted. Or shall we change the by laws every time we add a
new member of the board? or the attendance patterns change? Like, if
only one person regularly attends, we'll drop quorum to one?

Also, I posit that merely reducing quorum does not address the
root cause, and we'll be back again in the same position.

If your working model does not take into account the fact that
peoples life change, temporarily, or longer term; we all have jobs,
school, or families, people fall sick. Unless there is provision for
this, the solution shall fail.

Having a larger board is a solution; statistically, things
would tend to even out. Changing the by laws to allow for critical
business to be transacted buy the officers, and relegating the board
to oversight would help too (why do all critical decisions need the
boards approval? Most businesses are run by yhe officers, not the
board). Changing the processes to allow for non unanimous decisions
to be taken over email is another thing that can scale.

We have a problem. We need a solution that would continue to
work over time, not just the current mess. We need to fix the
disease, not just pander to the symptoms. This requires more effort
in crafting the solution, but the payoff is higher as well.

Most of my objections are to quick changes, that are merely
chewing gum and baling wire, as opposed to actually thinking the
solutions through, and allowiung for potential future growth and the
for the fact hat unlike a business, a volunteer organization can
demand less from even board members.

manoj
--
Hindsight is an exact science.
Manoj Srivastava <srivasta(at)acm(dot)org> <http://www.datasync.com/%7Esrivasta/>
1024R/C7261095 print CB D9 F4 12 68 07 E4 05 CC 2D 27 12 1D F5 E8 6E
1024D/BF24424C print 4966 F272 D093 B493 410B 924B 21BA DABB BF24 424C

On Sat, Dec 14, 2002 at 07:10:50PM -0500, Manoj Srivastava wrote:
> Hi,
>
> The presence of not fewer than four board members or not less than
> two-thirds of all board members (whichever is a smaller number) shall
> constitute a quorum and shall be necessary to conduct the business of
> this organization.
>
> Why 4?

That is the number of current board members who regularly attend
meetings. The number 4 would make it much easier to reach quorum than 5
or any higher number, given the current board.

- Jimmy Kaplowitz
jimmy(at)debian(dot)org

-----BEGIN PGP SIGNED MESSAGE-----
Hash: SHA1

On Sat, 14 Dec 2002, Manoj Srivastava wrote:

> >>"Jimmy" == Jimmy Kaplowitz <jimmy(at)debian(dot)org> writes:
>
> Jimmy> On Sat, Dec 14, 2002 at 07:10:50PM -0500, Manoj Srivastava wrote:
> >> Hi,
> >>
> >> The presence of not fewer than four board members or not less than
> >> two-thirds of all board members (whichever is a smaller number) shall
> >> constitute a quorum and shall be necessary to conduct the business of
> >> this organization.
> >>
> >> Why 4?
>
> Jimmy> That is the number of current board members who regularly attend
> Jimmy> meetings. The number 4 would make it much easier to reach quorum than 5
> Jimmy> or any higher number, given the current board.
>
> And what hen the board grows? To be 20 strong? 50? a hundred?
> The by laws would still say 4 would be enough? That is what I meant
> by short sighted. Or shall we change the by laws every time we add a
> new member of the board? or the attendance patterns change? Like, if
> only one person regularly attends, we'll drop quorum to one?

The bylaws do not allow the board to grow to 20, 50, or 100 strong; there
is a hard limit of 12. If the board wants to grow to a point where a
quorum of 4 is a problem, it will need to change the by-laws anyway. This
measure _is_ a bandaid solution, but a necessary one to allow the board to
at least meet and get something done. If someone's life or circumstances
change, then by all means resign and let someone whose life hasn't changed
take on the role. Noone expects board members to perform miracles, just be
honest with themselves and the organisation about what they can and can
not do.

>
> Also, I posit that merely reducing quorum does not address the
> root cause, and we'll be back again in the same position.

The root cause is that the board is not subject to election as it is
supposed to be and there is, as a result, very little accountability over
participation.

> If your working model does not take into account the fact that
> peoples life change, temporarily, or longer term; we all have jobs,
> school, or families, people fall sick. Unless there is provision for
> this, the solution shall fail.

See above.

> Having a larger board is a solution; statistically, things
> would tend to even out. Changing the by laws to allow for critical
> business to be transacted buy the officers, and relegating the board
> to oversight would help too (why do all critical decisions need the
> boards approval? Most businesses are run by yhe officers, not the
> board). Changing the processes to allow for non unanimous decisions
> to be taken over email is another thing that can scale.

A larger board with a proportional quorum will have less luck than a small
one. If there are 20 board members, each member will feel their influence
matters less than it currently does and will be less inclined to come. The
more people involved, the lower the over-all rate of participation is
likely to fall.

> We have a problem. We need a solution that would continue to
> work over time, not just the current mess. We need to fix the
> disease, not just pander to the symptoms. This requires more effort
> in crafting the solution, but the payoff is higher as well.

So we will have a board election in July?

> Most of my objections are to quick changes, that are merely
> chewing gum and baling wire, as opposed to actually thinking the
> solutions through, and allowiung for potential future growth and the
> for the fact hat unlike a business, a volunteer organization can
> demand less from even board members.

I think a quick change is necessary right now, and I think Jimmy
Kapolwitz' solution is one that will work. If no bandaids are applied,
then future growth is a pipe dream. We have to fix the organisation today
to have it grow tomorrow.

David Graham
cdlu(at)pkl(dot)net

"A good plan today is better than a perfect plan tomorrow."
- George Patton
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On Sat, Dec 14, 2002 at 07:10:50PM -0500, Manoj Srivastava wrote:
> Hi,
>
> The presence of not fewer than four board members or not less than
> two-thirds of all board members (whichever is a smaller number) shall
> constitute a quorum and shall be necessary to conduct the business of
> this organization.
>
> May I ask how we reached the number 4? If we do not want a
> rough consensus, and if getting work done is more important than
> getting input from a reasonable majority of the board, shouldn't a
> quorum requirement of the one, or the people present, allow us to
> just swim thorough the agenda and gets loads accomplished? Isn't the
> idea that we have a board to provide a wide talent set to add value
> to the decision making process?
>
> Why 4?
>
> Why can't new board members not be appointed by email?

As I think someone has already pointed out, the number of new board
members is constrained by the bylaws, and it's not clear that
increasing the number of board members past 12 will necessarily result
in an effective board. In fact, my experience with boards is that 12
is already a bit on the unwieldy side, and that boards at that size
generaly need to have an executive committee where the real work
happens, and the normal board merely acts as a rubber stamp.

So the bottom line is that there appears to be a situation where many
of the board members are neglecting their duties, and have apparently
been refusing to step down, thus forcing this particular crisis.
There are a number of solutions, roughly in the order of desireability
(in my humble opinion, at least):

(1) Board members could start attending meetings regularly, fulfilling
the expectations of the membership of a board more active than its
present level of commitment. (It may be that there is a disconnect
between what is expected by the membership and what board members
expected when they signed on, although at least showing up to
meetings, or explaining why they can't make meetings, would seem to me
to a bare minimum of what should be expected.)

(2) Board members who can not meet these obligations should resign,
and make way for those who can.

(3) The membership could start circulating a petition that specific
board members take up their responsibilities and resign, and post the
result of such a petition at various public mailing lists, for public
shame value (i.e., debian-devel for those that are involved in the
debian project, etc.)

(4) The bylaws could be modified to allow the membership to recall
board members for mis-, mal-, or non-feasance, so that new board
members could be appointed.

(5) The bylaws could be modified to automatically make inactive board
members who miss more than some number of consecutive board meetings.
Said board members would then no longer count towards a quorum.

(6) The bylaws could be modified to change the number of board members.

(7) The bylaws could be modified to change the quorum requirement.

So while I did second the proposal to adjust the quorum requirement,
there a number of other solutions which I believe are superior to that
proposed solution. The reason why I seconded it is because at least
someone cared enough to formally draft a proposal as first steps
towards solving the current conundrum, and I thought that deserved
support.

- Ted

On Mon, Dec 16, 2002 at 09:53:09AM -0500, Theodore Ts'o wrote:
> In fact, my experience with boards is that 12 is already a bit on the
> unwieldy side, and that boards at that size generaly need to have an
> executive committee where the real work happens, and the normal board
> merely acts as a rubber stamp.

Speaking of which, if any board members are necessary just to fill in the
ranks and occasionally actively participate in the decision making process,
then I also volunteer to be a board member. Being a contributing member, I'm
regularly around to do stuff, but I didn't submit a formal nomination
because I not actually _terribly_ interested in the SPI board business, and
because I think such work should be distributed to more suitable people.

But then, I see now that not much is happenning, not many more suitable
people are volunteering...

> (5) The bylaws could be modified to automatically make inactive board
> members who miss more than some number of consecutive board meetings.

But there is already one such resolution!

http://www.spi-inc.org/corporate/resolutions/resolution-2001-09-17.br

(tsk tsk tsk...)

--
2. That which causes joy or happiness.

On Mon, Dec 16, 2002 at 04:11:14PM +0100, Josip Rodin wrote:
> > (5) The bylaws could be modified to automatically make inactive board
> > members who miss more than some number of consecutive board meetings.
>
> But there is already one such resolution!
>
> http://www.spi-inc.org/corporate/resolutions/resolution-2001-09-17.br

That doesn't do anything to address the quorum problem, as indeed it can't.
The quorum is in the bylaws, and the board cannot alter the bylaws by
itself.

This looks like it's just a procedural thing for how to implement a
special case of board member recall as spelled out in the bylaws.

-- John

On Mon, Dec 16, 2002 at 09:24:53AM -0600, John Goerzen wrote:
> > > (5) The bylaws could be modified to automatically make inactive board
> > > members who miss more than some number of consecutive board meetings.
> >
> > But there is already one such resolution!
> >
> > http://www.spi-inc.org/corporate/resolutions/resolution-2001-09-17.br
>
> That doesn't do anything to address the quorum problem, as indeed it can't.
> The quorum is in the bylaws, and the board cannot alter the bylaws by
> itself.

I was merely making a factual correction to the sentence quoted above.

--
2. That which causes joy or happiness.

[Much giggling and nodding in agreement]

On Sat, 2002-12-14 at 18:51, Manoj Srivastava wrote:
> And what hen the board grows? To be 20 strong? 50? a hundred?
> The by laws would still say 4 would be enough? That is what I meant
> by short sighted. Or shall we change the by laws every time we add a
> new member of the board? or the attendance patterns change? Like, if
> only one person regularly attends, we'll drop quorum to one?
>
> Also, I posit that merely reducing quorum does not address the
> root cause, and we'll be back again in the same position.
>
> If your working model does not take into account the fact that
> peoples life change, temporarily, or longer term; we all have jobs,
> school, or families, people fall sick. Unless there is provision for
> this, the solution shall fail.
>
> Having a larger board is a solution; statistically, things
> would tend to even out. Changing the by laws to allow for critical
> business to be transacted buy the officers, and relegating the board
> to oversight would help too (why do all critical decisions need the
> boards approval? Most businesses are run by yhe officers, not the
> board). Changing the processes to allow for non unanimous decisions
> to be taken over email is another thing that can scale.
>
> We have a problem. We need a solution that would continue to
> work over time, not just the current mess. We need to fix the
> disease, not just pander to the symptoms. This requires more effort
> in crafting the solution, but the payoff is higher as well.
>
> Most of my objections are to quick changes, that are merely
> chewing gum and baling wire, as opposed to actually thinking the
> solutions through, and allowiung for potential future growth and the
> for the fact hat unlike a business, a volunteer organization can
> demand less from even board members.

--
_____________________________________________________________________
Ean Schuessler ean(at)brainfood(dot)com
Chief Technology Officer 214-720-0700 x 315
Brainfood, Inc. http://www.brainfood.com

I agree with Ted. There is no reason to go overboard trying to solve
this problem.

I have just returned from a business trip and should now have some time
to draft a polite resignation request. The main people I am concerned
about are Ian and Nils. Wichert is around pretty much continuously on
IRC and other channels but is obviously just busy with lots of other
stuff. Ian and Nils, however, are more truly MIA. Now that Manoj is back
we can probably actually get a quorum to move things forward.

On Mon, 2002-12-16 at 08:53, Theodore Ts'o wrote:
> As I think someone has already pointed out, the number of new board
> members is constrained by the bylaws, and it's not clear that
> increasing the number of board members past 12 will necessarily result
> in an effective board. In fact, my experience with boards is that 12
> is already a bit on the unwieldy side, and that boards at that size
> generaly need to have an executive committee where the real work
> happens, and the normal board merely acts as a rubber stamp.
>
> So the bottom line is that there appears to be a situation where many
> of the board members are neglecting their duties, and have apparently
> been refusing to step down, thus forcing this particular crisis.
> There are a number of solutions, roughly in the order of desireability
> (in my humble opinion, at least):
>
> (1) Board members could start attending meetings regularly, fulfilling
> the expectations of the membership of a board more active than its
> present level of commitment. (It may be that there is a disconnect
> between what is expected by the membership and what board members
> expected when they signed on, although at least showing up to
> meetings, or explaining why they can't make meetings, would seem to me
> to a bare minimum of what should be expected.)
>
> (2) Board members who can not meet these obligations should resign,
> and make way for those who can.
>
> (3) The membership could start circulating a petition that specific
> board members take up their responsibilities and resign, and post the
> result of such a petition at various public mailing lists, for public
> shame value (i.e., debian-devel for those that are involved in the
> debian project, etc.)
>
> (4) The bylaws could be modified to allow the membership to recall
> board members for mis-, mal-, or non-feasance, so that new board
> members could be appointed.
>
> (5) The bylaws could be modified to automatically make inactive board
> members who miss more than some number of consecutive board meetings.
> Said board members would then no longer count towards a quorum.
>
> (6) The bylaws could be modified to change the number of board members.
>
> (7) The bylaws could be modified to change the quorum requirement.
>
> So while I did second the proposal to adjust the quorum requirement,
> there a number of other solutions which I believe are superior to that
> proposed solution. The reason why I seconded it is because at least
> someone cared enough to formally draft a proposal as first steps
> towards solving the current conundrum, and I thought that deserved
> support.

--
_____________________________________________________________________
Ean Schuessler ean(at)brainfood(dot)com
Chief Technology Officer 214-720-0700 x 315
Brainfood, Inc. http://www.brainfood.com