Re: [draft] Proposed resolution 2003-01-06.wta.2

This is a draft resolution to regulate creation of the by-laws
committee as discussed at the last meeting. It is a spell-checked
version of proposed resolution 2002-12-17.wta.1 which was vetoed
during email voting and is on the agenda for voting during tomorrows
meeting.

------------------------------------------------------------------------
Resolution 2003-01-06.wta.2

Charter for the bylaws committee

A charter is hereby granted for the formation and operation of a
committee within the guidelines and objectives stated herein. The
committee shall operate in the best interest of SPI and is responsible
to the board of directors and membership of the organisation.

Preamble

The current by-laws of Software in the Public Interest need to be
updated to reflect the current status of the organisation. Since
the current by-laws were written SPI has grown, gained an active
membership and accepted resolutions that require a revision of the
current by-laws.

Purpose of the Committee

It is the responsibility of this committee to propose changes to the
existing by-laws to the SPI board of directors and its membership.
These changes will be reviewed and voted upon in accordance with article
twelve of the current by-laws.

Operating guidelines

This committee shall operate openly in view of the public. Subject
to approval of the board, the committee shall make reasonable procedures
for transacting its business. The committee should set up appropriate and
reasonable guidelines for its operations and decisions as soon as possible.

Membership and organisation

The committee will consist of five (5) members, all of whom have to
be contributing members of SPI. After completing its intended purpose
the committee will be dissolved.

------------------------------------------------------------------------
--
Wichert Akkerman <wichert(at)wiggy(dot)net> http://www.wiggy.net/
A random hacker

New revision, which updates the paragraph on membership and
organisation.

------------------------------------------------------------------------
Resolution 2003-01-06.wta.2

Charter for the bylaws committee

A charter is hereby granted for the formation and operation of a
committee within the guidelines and objectives stated herein. The
committee shall operate in the best interest of SPI and is responsible
to the board of directors and membership of the organisation.

Preamble

The current by-laws of Software in the Public Interest need to be
updated to reflect the current status of the organisation. Since
the current by-laws were written SPI has grown, gained an active
membership and accepted resolutions that require a revision of the
current by-laws.

Purpose of the Committee

It is the responsibility of this committee to propose changes to the
existing by-laws to the SPI board of directors and its membership.
These changes will be reviewed and voted upon in accordance with article
twelve of the current by-laws.

Operating guidelines

This committee shall operate openly in view of the public. Subject
to approval of the board, the committee shall make reasonable procedures
for transacting its business. The committee should set up appropriate and
reasonable guidelines for its operations and decisions as soon as possible.

Membership and organisation

The committee will consist of five (5) members selected by the board of
directors,, all of whom have to be contributing members of SPI. It
will present its proposals in time for the general meeting in July. After
completing its intended purpose the committee will be dissolved.

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

Wichert.

--
Wichert Akkerman <wichert(at)wiggy(dot)net> http://www.wiggy.net/
A random hacker

Wichert Akkerman writes ("Re: [draft] Proposed resolution 2003-01-06.wta.2"):
> New revision, which updates the paragraph on membership and
> organisation.
...
> Purpose of the Committee
>
> It is the responsibility of this committee to propose changes to the
> existing by-laws to the SPI board of directors and its membership.
> These changes will be reviewed and voted upon in accordance with article
> twelve of the current by-laws.

I suggest that it would be better to add some text describing what we
want the committee to fix. How about adding two paragraphs here
saying:

b. In particular, the Committee is directed to consider

i. The changes needed to make SPI a membership-controlled, rather
than Board-controlled organisation, including:
* Election of the Board by the Membership
* Recall of (members of) the Board

ii. Specific authorisation for the Board (and other similar bodies
established by the bylaws or otherwise) to regulate their conduct,
including to give explicitly the power to determine other methods
of passing resolutions than by meeting.

iii. Other clarifications and improvements that may be helpful.

c. The Board suggests to the Committee that it not suggest changes to
the bylaws which are motivated directly by recent lack of quoracy at
Board meetings, as there is no consensus that changes to the bylaws
are the correct solution to this problem.

(Put `a.' in front of the existing first paragraph of `Purpose'.)

Ian.

On Tue, Jan 07, 2003 at 11:27:07AM +0000, Ian Jackson wrote:
> I suggest that it would be better to add some text describing what we
> want the committee to fix.

Not if we want a standing committee; the existing proposal doesn't
address that, however.

> How about adding two paragraphs here
> saying:
>
> b. In particular, the Committee is directed to consider
>
> i. The changes needed to make SPI a membership-controlled, rather
> than Board-controlled organisation, including:
> * Election of the Board by the Membership
> * Recall of (members of) the Board
>
> ii. Specific authorisation for the Board (and other similar bodies
> established by the bylaws or otherwise) to regulate their conduct,
> including to give explicitly the power to determine other methods
> of passing resolutions than by meeting.
>
> iii. Other clarifications and improvements that may be helpful.
>
> c. The Board suggests to the Committee that it not suggest changes to
> the bylaws which are motivated directly by recent lack of quoracy at
> Board meetings, as there is no consensus that changes to the bylaws
> are the correct solution to this problem.
>
> (Put `a.' in front of the existing first paragraph of `Purpose'.)

I second b. but not c. The committee can suggest whatever it likes.
Certain people on spi-general have been quite loud about how they feel
the by-laws shouldn't be amended to address the Board's quorum problem.
I think the by-laws committee should be permitted to make its own
determination as to whether amendments to the by-laws are the proper
medicine for this problem, and not be steered one way or the other on
the issue.

If certain Board members don't want the by-laws amended to address
meeting quorum problems, I suggest those Board members attend the
meetings for a change, and thereby attenuate the impetus for making any
such amendments.

--
G. Branden Robinson, Treasurer
Software in the Public Interest, Inc.
treasurer(at)spi-inc(dot)org
http://www.spi-inc.org/

Branden Robinson / SPI Treasurer writes ("Re: [draft] Proposed resolution 2003-01-06.wta.2"):
> On Tue, Jan 07, 2003 at 11:27:07AM +0000, Ian Jackson wrote:
> > I suggest that it would be better to add some text describing what we
> > want the committee to fix.
>
> Not if we want a standing committee; the existing proposal doesn't
> address that, however.

Eh ? You mean, you agree that we should tell the committee what we
expect of it ? Or do you disagree ?

> > b. In particular, the Committee is directed to consider
...
> > c. The Board suggests to the Committee that it not suggest changes to
> > the bylaws which are motivated directly by recent lack of quoracy...
>
> I second b. but not c. The committee can suggest whatever it likes.
> Certain people on spi-general have been quite loud about how they feel
> the by-laws shouldn't be amended to address the Board's quorum problem.

I agree with those who says that that the problem with quoracy should
not be fixed by changing the bylaws to (eg) reduce the quorum, or the
like. It should be fixed by appointing board members who turn up, and
by shortening meetings. We're working on shortening the meetings by
preparing resolution texts in advance, which I expect will help.

> I think the by-laws committee should be permitted to make its own
> determination as to whether amendments to the by-laws are the proper
> medicine for this problem, and not be steered one way or the other on
> the issue.

I disagree. I'm worried that the bylaws revision - which is an
important task with serious and long-term implications - will become
derailed by the quoracy problem, which I think is not caused by
problems in the bylaws but by the composition of the board (and thus
indirectly by the board selection process).

Even if the committee ultimately agrees with me, I don't want it to be
spending its time arguing over this contentious issue. Bylaws changes
should have widespread consensus support, and the drafting should be a
cooperative, not a combative, process. If contentious issues like
this one become dragged in, it may well derail other more productive
discussion.

> If certain Board members don't want the by-laws amended to address
> meeting quorum problems, I suggest those Board members attend the
> meetings for a change, and thereby attenuate the impetus for making any
> such amendments.

Please stop slinging mud - see my previous message.

Ian.

I agree with the comments from Branden and updated the text to reflect
those:

------------------------------------------------------------------------
Resolution 2003-01-06.wta.2

Charter for the bylaws committee

A charter is hereby granted for the formation and operation of a
committee within the guidelines and objectives stated herein. The
committee shall operate in the best interest of SPI and is responsible
to the board of directors and membership of the organisation.

Preamble

The current by-laws of Software in the Public Interest need to be
updated to reflect the current status of the organisation. Since
the current by-laws were written SPI has grown, gained an active
membership and accepted resolutions that require a revision of the
current by-laws.

Purpose of the Committee

It is the responsibility of this committee to propose changes to the
existing by-laws to the SPI board of directors and its membership.
These changes will be reviewed and voted upon in accordance with article
twelve of the current by-laws.

In particular, the Committee is directed to consider

i. The changes needed to make SPI a membership-controlled, rather
than Board-controlled organisation, including:
* Election of the Board by the Membership
* Recall of (members of) the Board

ii. Specific authorisation for the Board (and other similar bodies
established by the bylaws or otherwise) to regulate their conduct,
including to give explicitly the power to determine other methods
of passing resolutions than by meeting.

iii. Other clarifications and improvements that may be helpful.

Operating guidelines

This committee shall operate openly in view of the public. Subject
to approval of the board, the committee shall make reasonable procedures
for transacting its business. The committee should set up appropriate and
reasonable guidelines for its operations and decisions as soon as possible.

Membership and organisation

The committee will consist of five (5) members selected by the board of
directors,, all of whom have to be contributing members of SPI. It
will present its proposals in time for the general meeting in July. After
completing its intended purpose the committee will be dissolved.

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

--
Wichert Akkerman <wichert(at)wiggy(dot)net> http://www.wiggy.net/
A random hacker

On Tue, 7 Jan 2003, Branden Robinson / SPI Treasurer wrote:

> On Tue, Jan 07, 2003 at 11:27:07AM +0000, Ian Jackson wrote:
> > I suggest that it would be better to add some text describing what we
> > want the committee to fix.
>
> Not if we want a standing committee; the existing proposal doesn't
> address that, however.

The existing resolution specifices that it is not a standing committee.
It will be dissolved when its work is done after its report is presented
on time for the July annual meeting. (Final paragraph.)

"The committee will consist of five (5) members selected by the board of
directors,,(sic) all of whom have to be contributing members of SPI. It
will present its proposals in time for the general meeting in July. After
completing its intended purpose the committee will be dissolved."

I don't think it's a good idea to specify what the committee looks at. I
think it'll be necessary for the committee to review every section of the
by-laws and it may find it necessary to propose several minor amendments
for consistency and clarity as well as structure.

David Graham
cdlu(at)pkl(dot)net

On Tue, Jan 07, 2003 at 04:42:37PM +0000, Ian Jackson wrote:
> Branden Robinson / SPI Treasurer writes ("Re: [draft] Proposed resolution 2003-01-06.wta.2"):
> > On Tue, Jan 07, 2003 at 11:27:07AM +0000, Ian Jackson wrote:
> > > I suggest that it would be better to add some text describing what we
> > > want the committee to fix.
> >
> > Not if we want a standing committee; the existing proposal doesn't
> > address that, however.
>
> Eh ? You mean, you agree that we should tell the committee what we
> expect of it ? Or do you disagree ?

In my opinion that's adequately addressed by Wichert's proposal, amended
with your "b.".

> I agree with those who says that that the problem with quoracy should
> not be fixed by changing the bylaws to (eg) reduce the quorum, or the
> like. It should be fixed by appointing board members who turn up, and
> by shortening meetings. We're working on shortening the meetings by
> preparing resolution texts in advance, which I expect will help.

Your position is not illegitimate. I disagree with imposing it on the
proposed committee as an orthodoxy, however. Or even with nudging and
hinting them in that direction.

> I disagree. I'm worried that the bylaws revision - which is an
> important task with serious and long-term implications - will become
> derailed by the quoracy problem, which I think is not caused by
> problems in the bylaws but by the composition of the board (and thus
> indirectly by the board selection process).
>
> Even if the committee ultimately agrees with me, I don't want it to be
> spending its time arguing over this contentious issue. Bylaws changes
> should have widespread consensus support, and the drafting should be a
> cooperative, not a combative, process. If contentious issues like
> this one become dragged in, it may well derail other more productive
> discussion.

I feel that keeping the discussion on track should be the responsibility
of the committee chair. Let us (the Board) please not micro-manage the
committee.

> > If certain Board members don't want the by-laws amended to address
> > meeting quorum problems, I suggest those Board members attend the
> > meetings for a change, and thereby attenuate the impetus for making any
> > such amendments.
>
> Please stop slinging mud - see my previous message.

Do you assert that your Board meeting attendance record over the past 18
months has been exemplary?

You vetoed your removal from the Board for non-attendance. Given that,
I feel a responsibility to censure you in this relatively mild way for
your poor attendance. If you successfuly re-dedicate your energies to
your SPI Board membership, I'm more than happy to stop. Your insights
are often valuable and philosophically you're in consonance with the
charter of SPI as I understand it. But you're only an asset when you
trouble yourself to be one. Otherwise you're just part of the reason we
can't make quorum.

--
G. Branden Robinson, Treasurer
Software in the Public Interest, Inc.
treasurer(at)spi-inc(dot)org
http://www.spi-inc.org/

David Graham writes ("Re: [draft] Proposed resolution 2003-01-06.wta.2"):
> I don't think it's a good idea to specify what the committee looks at. I
> think it'll be necessary for the committee to review every section of the
> by-laws and it may find it necessary to propose several minor amendments
> for consistency and clarity as well as structure.

That's what the catch-all is for. But we should explain that there
are a couple of things that we specifically want the committee to
address, while they're at it.

Ian.

On Tue, Jan 07, 2003 at 04:47:08PM +0000, David Graham wrote:
> The existing resolution specifices that it is not a standing committee.
> It will be dissolved when its work is done after its report is presented
> on time for the July annual meeting. (Final paragraph.)

Oops, my fault for overlooking that. Thanks.

> "The committee will consist of five (5) members selected by the board of
> directors,,(sic) all of whom have to be contributing members of SPI. It
> will present its proposals in time for the general meeting in July. After
> completing its intended purpose the committee will be dissolved."

Yup.

> I don't think it's a good idea to specify what the committee looks at. I
> think it'll be necessary for the committee to review every section of the
> by-laws and it may find it necessary to propose several minor amendments
> for consistency and clarity as well as structure.

I wholeheartedly agree. My feeling is that we need to ensure that we
select a good chair for the committee, who is able to ensure the
committee can fulfill its charter and not get bogged down on any one
issue.

Within a few months, and well before July, it should be clear as to
whether the Board can muster quorum for its meetings solely through an
effort of will. If it cannot, the committee should have unfettered
discretion to recommend changes to the by-laws that they feel would
bring about a desirable result.

--
G. Branden Robinson, Treasurer
Software in the Public Interest, Inc.
treasurer(at)spi-inc(dot)org
http://www.spi-inc.org/

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

> I agree with those who says that that the problem with quoracy should
> not be fixed by changing the bylaws to (eg) reduce the quorum, or the
> like. It should be fixed by appointing board members who turn up,
> and

While I am one that agrees with you on this issue (not reducing the
quorom requirement), I nevertheless disagree that this issue should be
off-limits to the committee. There are tangential issues that do have
an effect -- things such as providing for removal of board members by
SPI contributing members, less ambiguity about what exactly
constitutes a meeting, etc.

> derailed by the quoracy problem, which I think is not caused by
> problems in the bylaws but by the composition of the board (and thus
> indirectly by the board selection process).

Which is part of the bylaws.

> Even if the committee ultimately agrees with me, I don't want it to be
> spending its time arguing over this contentious issue. Bylaws changes

I think this is the single largest problem that SPI has faced over the
past year, and as such I do not believe that it should be off-limits
to the committee.

> should have widespread consensus support, and the drafting should be a
> cooperative, not a combative, process. If contentious issues like
> this one become dragged in, it may well derail other more productive
> discussion.

I agree that widespread support is necessary, and that the drafting
process should be cooperative. However, that doesn't mean that we
must shy away from tackling tough -- or, perhish the thought --
controversial -- issues. If no closure is brought to those problems
now, then when will it be?

Here's what it comes down to. If the Board wants honest
recommendations, then put everything on the table. Let the committee
do its job without unnecessary constraints. Of course, the final
product is subject to the vote of the contributing members anyway.
I see nothing that the board has to lose by this.

-- John

Wichert Akkerman <wichert(at)wiggy(dot)net> writes:

> This committee shall operate openly in view of the public. Subject
> to approval of the board, the committee shall make reasonable procedures

Can you clarify whether "Subject to the approval of the board" means
that "approval by the board must be sought before implementing
procedures" or that "the board may overrule decisions made regarding
operating procedures"?

> The committee will consist of five (5) members selected by the board of
> directors,, all of whom have to be contributing members of SPI. It
> will present its proposals in time for the general meeting in July. After
> completing its intended purpose the committee will be dissolved.

I think a more specific requirement should be made -- perhaps "two
weeks before" the meeting, or even a month before. This way, members
will have time to read, digest, and comment upon the proposals.

On Tue, Jan 07, 2003 at 12:04:26PM -0500, Branden Robinson / SPI Treasurer wrote:
> On Tue, Jan 07, 2003 at 04:47:08PM +0000, David Graham wrote:
> > I don't think it's a good idea to specify what the committee looks at. I
> > think it'll be necessary for the committee to review every section of the
> > by-laws and it may find it necessary to propose several minor amendments
> > for consistency and clarity as well as structure.
>
> I wholeheartedly agree.

Er, well, I guess it's not "wholehearted". I don't see any harm in
directing the committee *towards* known problematic areas, whereas I do
see harm in discouraging them from looking at certain areas.

Put more simply, I'm happy with Wichert's resolution, with or without
the "b." part of Ian's amendment. This is because I feel they'll get
the message of "b." whether or not it's part of the charter, but it's
harmless at worst if it is present.

--
G. Branden Robinson, Treasurer
Software in the Public Interest, Inc.
treasurer(at)spi-inc(dot)org
http://www.spi-inc.org/

John Goerzen writes ("Re: [draft] Proposed resolution 2003-01-06.wta.2"):
> Wichert Akkerman <wichert(at)wiggy(dot)net> writes:
> > This committee shall operate openly in view of the public. Subject
> > to approval of the board, the committee shall make reasonable procedures
>
> Can you clarify whether "Subject to the approval of the board" means
> that "approval by the board must be sought before implementing
> procedures" or that "the board may overrule decisions made regarding
> operating procedures"?

The latter would be more sensible given the glacial speed of the
board's operation, but the former is what's written. How about this
language instead:

This committee shall operate openly in view of the public. The
committee itself shall determine reasonable procedures for
transacting its business, both for its operations and decisionmaking.
(The board reserves the right to veto or modify those procedures.)

Ian.

On Tue, Jan 07, 2003 at 05:40:15PM +0000, Ian Jackson wrote:
> > Can you clarify whether "Subject to the approval of the board" means
> > that "approval by the board must be sought before implementing
> > procedures" or that "the board may overrule decisions made regarding
> > operating procedures"?
>
> The latter would be more sensible given the glacial speed of the
> board's operation, but the former is what's written. How about this
> language instead:
>
> This committee shall operate openly in view of the public. The
> committee itself shall determine reasonable procedures for
> transacting its business, both for its operations and decisionmaking.
> (The board reserves the right to veto or modify those procedures.)

I agree with both the interpretation and suggestion that Ian puts forth
above.

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