Prioritization draft

This is based on the latest issues list from
http://lists.spi-inc.org/pipermail/spi-bylaws/2003/000078.html.

As a reminder, we will be both deciding whether a given item is a problem AND
discussing it at the same time.

I have also tried to group similar problems together, and assign a unique
identifier to each one.

Please comment.

HIGH-PRIORITY ITEMS
-------------------

01 Election of board members by SPI membership

02 Recall of board members (presumably by the membership)

The membership is not given a say in the removal of board members.

The membership should be able to recall board members or the entire board.
The membership committee's powers should be enumerated.

How does the ability to recall interact with the rule allowing the
presence of counsel?

03 The board has been stymied often due to an inability to make
quorum, and not being empowered to make decisions in an offline
manner, failing quorum.

Quorum. 'nuff said.

If quorum has to be maintained, then proxy votes should be permitted.

Quorum should be "ditched outright", or its restrictions loosened.

Quorum is not problematic, but only if board members can be recalled.
A "leave" system where board members on vacation are not counted would
help.

04 Holding a meeting "electronically" is not limited to real-time. Email
counts.

The practice of meetings by email seems to be out of order.

Perhaps more committees will alleviate the need to email voting, if
the board is not supposed to concern itself with day-to-day business.

Article 7, para. 3 prevents email voting.

05 No procedure is given for choosing officers. The membership should do
this.

The method by which directors and officers are chosen needs to be
specified.

06 Resolutions should be public.

07 The issue of members who join while a vote is in progress is not
addressed. Perhaps eligible voters should consist only of those who
are members at the time the vote is called for.

Voting rules and procedure applicable to a particular vote should be
immutable once the voting period begins.

08 Quorum in membership voting should be replaced with a minimum time.

MEDIUM-PRIORITY ITEMS
---------------------

09 Specific authorization for the Board to regulate their conduct,
including explicit power to determine other methods of passing
resolutions.

0A Article 4 lacks a provision stating how public meetings are, and the
degree of access the public and membership have to the details of the
board's inner workings.

Minutes of email meetings should be public.

0B The bylaws do not appear to permit Condorcet voting.

0C There is no provision for dealing with votes in the secretary's
absence. Nor is there a provision to handle a conflict of interest.

A committe should be created to oversee, tally and announce votes by the
membership.

0D The powers of the board (or limitations thereof) to interfere in an
election are not enumerated.

0E Article 7: "balance of the year" is unclear.

0F Contradiction: The secretary is elected by the board, but board
members are chosen in the same way as officers.

10 The notion of a vacancy is not well-defined.

11 The board should not have the power to impose dues without a vote of
the membership.

12 Article 11's stance w.r.t. dues is unclear. Needs rewriting.

13 Annual re-election of board members.

14 President's powers should be clarified/toned-down.

The president should not be able to appoint committees unilaterally.

15 Amendment section must specify contributing membership, and must
refer to immutability of sections 1 and 2.

16 Article 1, point 3 contradict immutability of Articles 1 and 2.

17 The precise specification of the annual board meeting date in Article
4 could result in some scheduling inconveniences.

18 It should be made clear that board meetings may occur more than
quarterly if the Board so chooses.

19 The check signing duty should be limited to the Treasurer.

1A Committee appointment needs to be specified.

Charters are not being made and dealt with in accordance with Article
10. Do we need to?

Should non-contributing members be allowed to serve on committees?

1B Which members may vote on the bylaws? It is unclear whether or not
non-contributing members have voting rights.

LOW-PRIORITY ITEMS
------------------
1C Review and clarification of guidelines for granting contributing
membership.

1D Determine a protocol or rules of conduct that would facilitate "Getting to
where we can conduct business without getting embroiled in continous
counter productive flaming is critical to the future of our organization.

1E Change article 3, first paragraph. "should act" -> "must act". Gives it
more teeth. Article 3 is vague on the concept of membership. Board
members are held
accountable to "members", but non-contributing members cannot vote.

1F Article 3, cont. members section, second paragraph. "will make" seems no
longer applicable.

20 Monthly meetings are permitted by the current bylaws.

21 The difference between annual and quarterly meetings is not clear.

22 "Votes and tallies" paragraph is confusing.

23 Article 6, item 2. Should read "reading and approval" of minutes.

24 Article 6. Clarify "good and welfare".

25 Article 6. "Adjournment" is missplet.

26 What types of meeting does the order of business in Article 6 apply to?
Article 7, paragraph 3 seems to prohibit email business.
(Contradiction?)

27 Quorum reference and July requirement in article 7 may be redundant.

28 Article 8: "physically affixed"?

29 Article 10: Who is responsible for deeming private discussions necessary?

2A Article 10: What form does the charter review take?

2B There should be a requirement to maintain an up-to-date public website
with all committees' membership and charter.

2C Older versions of the bylaws should be made available.

2D Article 3: Replace "the status of contributing members" with "contributing
membership".

2E Article 4 needs a complete rewrite.

2F The membership should be able to force a board meeting.

30 Votes should have a "no opinion" option.

31 Contributing members who fail to turn in any ballot at all should be
subject to membership committee review.

32 Order of business doesn't belong in the bylaws.

33 All references to numbers should be cleaned up to be consistent.

34 Duplicate references to a number of issues should be removed.

35 The applicability of Article 5 quorum rules is unclear. Do they apply
to the election of board members? It may conflict with Condorcet.

36 Should election/recall ballots be secret? What about board member
votes about such topics? What about general membership votes?

36 Crypto-signed ballots are only useful in the presence of a web of
trust. What about users outside the Debian keyring?

37 Secrecy of ballots for election is stated twice.

38 Article 6 is needlessly limiting.

39 A method is needed for transitioning from the current board to a full
board whose members are re-elected annually.

3A Special meetings should not need 30 days advance notice, since the
board is not meeting monthly.

3B Quorum rules and annual meeting rules in Article 7 are redundant.

John Goerzen <jgoerzen(at)complete(dot)org> writes:

> 13 Annual re-election of board members.
>
> 39 A method is needed for transitioning from the current board to a full
> board whose members are re-elected annually.

Board members serving for a specified term is probably a good idea. I
strongly suggest that you not propose all board members be re-elected each
year, though. A staggered system where board members serve for two years
with half being re-elected in alternating years, or board members serving
for three years with a third up for re-election each year would provide a
balance between continuity and "freshness."

Serving for a longer term than a year shouldn't be a problem if there is an
effective method for dealing with a board member who becomes inactive in
mid-term, which appropriately appears higher on your priority list.

As for a transition plan, I've seen that handled in the past by including an
explicit assertion about who will serve what remaining terms before
re-election in the resolution to accept the bylaws changes.

> 31 Contributing members who fail to turn in any ballot at all should be
> subject to membership committee review.

The description of a contributing member is someone who participates actively
in the community and has the right to vote... this item implies converting
that right into an obligation? I'm not sure I see the point of that.

Bdale

Just to be clear, Bdale -- we'll be holding discussions on each item listed
starting in a few days. These discussions will be public on this list (your
input, and that from others is welcome) and will include a discussion about
whether each item is even a problem and what the best solution will be.

So, summary version is: thanks for the comments, but we're not ready for
them just quite yet.

-- John

On Wed, Feb 26, 2003 at 02:11:52PM -0700, Bdale Garbee wrote:
> John Goerzen <jgoerzen(at)complete(dot)org> writes:
>
> > 13 Annual re-election of board members.
> >
> > 39 A method is needed for transitioning from the current board to a full
> > board whose members are re-elected annually.
>
> Board members serving for a specified term is probably a good idea. I
> strongly suggest that you not propose all board members be re-elected each
> year, though. A staggered system where board members serve for two years
> with half being re-elected in alternating years, or board members serving
> for three years with a third up for re-election each year would provide a
> balance between continuity and "freshness."
>
> Serving for a longer term than a year shouldn't be a problem if there is an
> effective method for dealing with a board member who becomes inactive in
> mid-term, which appropriately appears higher on your priority list.
>
> As for a transition plan, I've seen that handled in the past by including an
> explicit assertion about who will serve what remaining terms before
> re-election in the resolution to accept the bylaws changes.
>
> > 31 Contributing members who fail to turn in any ballot at all should be
> > subject to membership committee review.
>
> The description of a contributing member is someone who participates actively
> in the community and has the right to vote... this item implies converting
> that right into an obligation? I'm not sure I see the point of that.
>
> Bdale
>
>
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