Re: Resolution for a board membership election

WHEREAS the Board memberships of Ian Jackson and Martin Schulze have
reached the end of their 3 year terms;

WHEREAS Software in the Public Interest Inc.'s by-laws require the Board
of directors to be accountable to the membership;

WHEREAS The membership of the Board must remain between 8 and 12 in
number;

At the passing of this resolution, the Board of Directors calls an
election for the seats of Ian Jackson and Martin Schulze on the board
using the following procedure:

* An election shall be held, with voting starting 30 days after the
passage of this resolution and concluding 37 days after the passage of
this resolution;

* The election must consist of two questions;

* The first question must ask the Membership of the Organisation how many
Board Members shall sit on the Board, in the range of 8-12;

* The second question must provide a selection of candidates to enter the
board;

* Any member of the organisation may enter as candidates;

* Candidates may enter the race by submitting a position paper to the
Secretary of the organisation between the passage of this resolution and
the start of voting;

* The voting shall take place on the organisation's web site using the
Condorcet method of voting;

* The results of the vote shall be binding and effective the date of the
announcement of the results, no more than 7 days after the end of voting.

On Tue, Oct 07, 2003 at 03:48:56PM -0400, David Graham wrote:
> WHEREAS the Board memberships of Ian Jackson and Martin Schulze have
> reached the end of their 3 year terms;

Uh, surely this happened a few months ago at the AM? [0] Why are we
only hearing about it now? (Did we have an AM? There don't seem to be
any minutes up since March. Have there been any meetings since March?)

Given that only Bruce, John and Mako have actually been appointed by
vote of the membership in the first place, is there any reason for the
rest of the board not to offer their seats up for election too?

(A reasonable argument can be made that the remaining board members served
in the years 2000/1, 2001/2, 2001/3 given that terms are supposed to be
from annual meeting to annual meeting, and the appointment happened on
16th May 2001, which considering the apparent complete lack of activity
during 2000, seems more reasonably considered the 1st July 2000 AM
greatly delayed, than the 1st July 2001 AM held a few months early for
no apparent reason.)

(TBH, I find it difficult to believe that Joey's and Ian's seats didn't
technically fall vacant far earlier, given they they've been making
resolutions since 1998, and ttbomk there have been no elections at all,
ever, save for Bruce, John and Mako's.)

Cheers,
aj

[0] ``The directors to be chosen for the ensuing year shall be chosen at the
annual meeting of this organization in the same manner and style as
the officers of this organization and they shall serve for a term of
three years.''

--
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 DMCA (the Digital Agenda Amendments) Under Review!
-- http://azure.humbug.org.au/~aj/blog/copyright/digitalagenda

Indeed Joey and Ian's seats expired months ago, but the board passed an
emergency resolution to extend their terms until now. Their terms having
now re-expired, I believe this is an opportunity for the board to live up
to its responsibility to the membership and not automatically re-appoint
those expired board members, as some board members were prepared to do at
today's non-quorate meeting.

---
David "cdlu" Graham
Guelph, Ontario
cdlu(at)railfan(dot)ca

On Wed, 8 Oct 2003, Anthony Towns wrote:

> On Tue, Oct 07, 2003 at 03:48:56PM -0400, David Graham wrote:
> > WHEREAS the Board memberships of Ian Jackson and Martin Schulze have
> > reached the end of their 3 year terms;
>
> Uh, surely this happened a few months ago at the AM? [0] Why are we
> only hearing about it now? (Did we have an AM? There don't seem to be
> any minutes up since March. Have there been any meetings since March?)
>
> Given that only Bruce, John and Mako have actually been appointed by
> vote of the membership in the first place, is there any reason for the
> rest of the board not to offer their seats up for election too?
>
> (A reasonable argument can be made that the remaining board members served
> in the years 2000/1, 2001/2, 2001/3 given that terms are supposed to be
> from annual meeting to annual meeting, and the appointment happened on
> 16th May 2001, which considering the apparent complete lack of activity
> during 2000, seems more reasonably considered the 1st July 2000 AM
> greatly delayed, than the 1st July 2001 AM held a few months early for
> no apparent reason.)
>
> (TBH, I find it difficult to believe that Joey's and Ian's seats didn't
> technically fall vacant far earlier, given they they've been making
> resolutions since 1998, and ttbomk there have been no elections at all,
> ever, save for Bruce, John and Mako's.)
>
> Cheers,
> aj
>
> [0] ``The directors to be chosen for the ensuing year shall be chosen at the
> annual meeting of this organization in the same manner and style as
> the officers of this organization and they shall serve for a term of
> three years.''
>
> --
> 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 DMCA (the Digital Agenda Amendments) Under Review!
> -- http://azure.humbug.org.au/~aj/blog/copyright/digitalagenda
>

On Tue, Oct 07, 2003 at 07:27:07PM -0400, David Graham wrote:
> Indeed Joey and Ian's seats expired months ago, but the board passed an
> emergency resolution to extend their terms until now.

Uh, there's no such resolution listed on
http://www.spi-inc.org/corporate/resolutions/ ...?

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.

Australian DMCA (the Digital Agenda Amendments) Under Review!
-- http://azure.humbug.org.au/~aj/blog/copyright/digitalagenda

On Tue, 7 Oct 2003 19:27:07 -0400 (EDT), David Graham
<cdlu(at)railfan(dot)ca> said:
> On Wed, 8 Oct 2003, Anthony Towns wrote:

>> On Tue, Oct 07, 2003 at 03:48:56PM -0400, David Graham wrote:
>> > WHEREAS the Board memberships of Ian Jackson and Martin Schulze
>> > have reached the end of their 3 year terms;

>> Given that only Bruce, John and Mako have actually been appointed
>> by vote of the membership in the first place, is there any reason
>> for the rest of the board not to offer their seats up for election
>> too?

A mad grab for power?

Continuity? I think that any more than about one third of the
board being replaced at any given time is likely to be disruptive.
At the discussion on #spi at the time of the meeting today, the
discussion meandered around to electing 3 board members every year;
with a total size of about 9 people, giving each board member a term
of 3 years.

> Indeed Joey and Ian's seats expired months ago, but the board passed
> an emergency resolution to extend their terms until now. Their terms
> having now re-expired, I believe this is an opportunity for the
> board to live up to its responsibility to the membership and not
> automatically re-appoint those expired board members, as some board
> members were prepared to do at today's non-quorate meeting.

I see. We have not been living up to our responsibility to the
members? Looking back at the logs, the notion was not seriously
considered, despite what the above paragraph makes it sound like.

Fair enough. I was going to wait until we had elected the new
board members, and help ratify them, but I suppose I'll stop hogging
all the power of a SPI board member.

I hereby resign from the board of SPI, effective
immediately. At least I don't have to try and make time in the
middle of the work day once a month.

manoj
--
HOW TO PROVE IT, PART 7 proof by forward reference: Reference is
usually to a forthcoming paper of the author, which is often not as
forthcoming as at first. proof by semantic shift: Some of the
standard but inconvenient definitions are changed for the statement of
the result. proof by appeal to intuition: Cloud-shaped drawings
frequently help here.
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

> >> Given that only Bruce, John and Mako have actually been appointed
> >> by vote of the membership in the first place, is there any reason
> >> for the rest of the board not to offer their seats up for election
> >> too?
>
> A mad grab for power?
>
> Continuity? I think that any more than about one third of the
> board being replaced at any given time is likely to be disruptive.
> At the discussion on #spi at the time of the meeting today, the
> discussion meandered around to electing 3 board members every year;
> with a total size of about 9 people, giving each board member a term
> of 3 years.

I don't personally believe that there is serious risk involved in having
all board seats up for election annually, but I do know I am in the
minority in this opinion thanks to the debates held on spi-bylaws.

All board members would be eligible for reelection and as long as they've
not lost the confidence of the membership, they should have little trouble
being readmitted in an election. With 200+ members and a quorum for
elections, a "mad grab for power" would have to be a highly orchestrated
and complicated venture.

That said, the by-law changes which themselves need to be voted on address
the issue of dividing the election of the board into sections, and make
this aspect of the debate somewhat moot.

> > Indeed Joey and Ian's seats expired months ago, but the board passed
> > an emergency resolution to extend their terms until now. Their terms
> > having now re-expired, I believe this is an opportunity for the
> > board to live up to its responsibility to the membership and not
> > automatically re-appoint those expired board members, as some board
> > members were prepared to do at today's non-quorate meeting.
>
> I see. We have not been living up to our responsibility to the
> members? Looking back at the logs, the notion was not seriously
> considered, despite what the above paragraph makes it sound like.

The responsible way to handle board membership replacement is to ask for
at least token approval of the membership of the board's choice. The event
as I described it above is one of several solutions put forward for the
resolution of the board vacancies, however there was, at least for part of
the meeting, an opinion by some board members that there needed to be 10
members on the board so that recently dropped members could all be
ultimately reinstated.

> Fair enough. I was going to wait until we had elected the new
> board members, and help ratify them, but I suppose I'll stop hogging
> all the power of a SPI board member.

The resolution I put forward eliminates the electoral-college like need
for post-election ratification of the results by the board, by declaring
at the outset that the results are binding.

> I hereby resign from the board of SPI, effective
> immediately. At least I don't have to try and make time in the
> middle of the work day once a month.

Quorum is now 5, instead of 6, for next Tuesday's vote, however a 7 member
board is unconstitutional and some form of resolution will need to be made
at that meeting to resolve this issue.

Is there general support for the draft resolution I have put forward at
the start of this thread?

If not, what can and should be improved?

---
David "cdlu" Graham
Guelph, Ontario
cdlu(at)railfan(dot)ca

Previously Anthony Towns wrote:
> Uh, surely this happened a few months ago at the AM? [0] Why are we
> only hearing about it now? (Did we have an AM? There don't seem to be
> any minutes up since March. Have there been any meetings since March?)

It did happen at the AM and that was noted in the minutes.

Wichert.

--
Wichert Akkerman <wichert(at)wiggy(dot)net> It is simple to make things.
http://www.wiggy.net/ It is hard to make things simple.

David Graham wrote:
> > Continuity? I think that any more than about one third of the
> > board being replaced at any given time is likely to be disruptive.
> > At the discussion on #spi at the time of the meeting today, the
> > discussion meandered around to electing 3 board members every year;
> > with a total size of about 9 people, giving each board member a term
> > of 3 years.
>
> I don't personally believe that there is serious risk involved in having
> all board seats up for election annually, but I do know I am in the
> minority in this opinion thanks to the debates held on spi-bylaws.

Just FYI: In Germany this is the case usually with such associations
(such as ffis eV for example). The term can be discussed as 1-year,
2-year or whatever, though.

Regards,

Joey

--
If nothing changes, everything will remain the same. -- Barne's Law

Please always Cc to me when replying to me on the lists.

On Wed, Oct 08, 2003 at 09:19:01AM +1000, Anthony Towns wrote:
> Uh, surely this happened a few months ago at the AM? [0] Why are we
> only hearing about it now? (Did we have an AM? There don't seem to be
> any minutes up since March. Have there been any meetings since March?)

Yes. I do not know what happened to April, May, June, and August minutes.
Those for July and September are pending approval by the board (which was
going to happen at yesterday's meeting) and draft copies are available from
http://www.spi-inc.org/secretary/agenda/. The July meeting was the annual
meeting.

One of the proposed amendments the bylaws committee advanced in its
proposal [1] mandates that, with a small exception, no resolution of the
Board is "enacted or enforceable" until is available to the entire
contributing membership. We have no such regulation now.

> [0] ``The directors to be chosen for the ensuing year shall be chosen at the
> annual meeting of this organization in the same manner and style as
> the officers of this organization and they shall serve for a term of
> three years.''

Which is, unfortunately, one of the greatest weaknesses of the current
bylaws, which do not spell out how officers are chosen. In essence,
therefore, SPI can choose board members however it likes, so long as
officers are chosen the same way. This is, in my opinion, a big problem
that has led to some of the confusions to which you refer.

-- John

For reasons I went into detail in another message[1] on these lists
I've changed David's resolution to drop the voting over the number of
members on the committee.

I've also suggested that we extend the voting period from 7 days to 14
to ensure we achieve the necessary amount of the membership and
because people voted for the full two weeks last time (we even
extended it to three but I think we should not do that again).

I've also tried to give a little more flexibility to the secretary to
decide how to run the election in a number of places.

Since I don't want to speak for Wichert and since, as secretary, much
of this will fall in his court, I want to know if Wichert, or anyone
else, has suggestions or changes before I put this on the agenda for
the next board meeting.

Regards,
Mako

[1] 20031009080538(dot)GE19143(at)nozomi: Fixing Quorum and David Graham's
resolution

--
Benjamin Mako Hill
mako(at)debian(dot)org
http://mako.yukidoke.org/

On Thu, Oct 09, 2003 at 11:06:30AM -0700, Benj. Mako Hill wrote:
> * The voting shall take place on the Software in the Public Interest
> web site using the Condorcet election method;

Don't we usually vote by e-mail?

> * The results of the election will be verified and announced by the SPI
> secretary no more than 7 days after voting has ended.

What happens if this doesn't happen? Is the election nullified? Having
this clause in there makes me nervous because we are left with a highly
ambiguous and dangerous situation if, for instance, Wichert gets drunk at a
bar after the election and drunkenly steps in front of a train. Not that
this would really happen, of course :-)

The point is, we should either suggest a certain direction or specify what
happens of the requirements are not met.

> * The three most preferred candidates, as determined by the method
> stated above, will be named to the board of directors of Software in
> the Public Interest, Inc. before the next meeting of the SPI board
> of directors.

Another question that needs to be clarified is: exactly whic hseats are up
for grabs? Ian, Joey, and Manoj?

There are 7 members of the board at this time. Personally I think there
should be an election for exactly 2 seats, bringing the total to a
quorum-friendly 9. The results should be announced by the condorcet system
the minute voting closes, and a 7 day possible dispute resolution period
should follow, where someone who has a problem petitions spi-general and
spi-board with an explanation of their problem and the board publically
resolves that problem.

Following that the results are binding and take effect immediately at the
end of that seven day period.

I would support a by-law referendum instead of a board election now,
following which the board would hold an election under either the current
by-laws or the new ones, depending on the outcome of the referendum.

---
David "cdlu" Graham
Guelph, Ontario
cdlu(at)railfan(dot)ca

On Thu, 9 Oct 2003, John Goerzen wrote:

> On Thu, Oct 09, 2003 at 11:06:30AM -0700, Benj. Mako Hill wrote:
> > * The voting shall take place on the Software in the Public Interest
> > web site using the Condorcet election method;
>
> Don't we usually vote by e-mail?
>
> > * The results of the election will be verified and announced by the SPI
> > secretary no more than 7 days after voting has ended.
>
> What happens if this doesn't happen? Is the election nullified? Having
> this clause in there makes me nervous because we are left with a highly
> ambiguous and dangerous situation if, for instance, Wichert gets drunk at a
> bar after the election and drunkenly steps in front of a train. Not that
> this would really happen, of course :-)
>
> The point is, we should either suggest a certain direction or specify what
> happens of the requirements are not met.
>
> > * The three most preferred candidates, as determined by the method
> > stated above, will be named to the board of directors of Software in
> > the Public Interest, Inc. before the next meeting of the SPI board
> > of directors.
>
> Another question that needs to be clarified is: exactly whic hseats are up
> for grabs? Ian, Joey, and Manoj?
>
>
> _______________________________________________
> Spi-general mailing list
> Spi-general(at)lists(dot)spi-inc(dot)org
> http://lists.spi-inc.org/cgi-bin/listinfo/spi-general
>

On Thu, Oct 09, 2003 at 03:33:23PM -0400, David Graham wrote:
> I would support a by-law referendum instead of a board election now,
> following which the board would hold an election under either the current
> by-laws or the new ones, depending on the outcome of the referendum.

That makes very good sense.

My only concern is how quickly we could make that happen. In the mean
time, the board is in a questionable status as it doesn't have the amount of
members mandated by the current bylaws.

-- John

The board should appoint an interim board member (the DPL would be a good
candidate) on a mandate that he shall serve until and only until the
by-law referendum and/or an election is complete, or until January 1st,
which ever comes first.

---
David "cdlu" Graham
Guelph, Ontario
cdlu(at)railfan(dot)ca

On Thu, 9 Oct 2003, John Goerzen wrote:

> On Thu, Oct 09, 2003 at 03:33:23PM -0400, David Graham wrote:
> > I would support a by-law referendum instead of a board election now,
> > following which the board would hold an election under either the current
> > by-laws or the new ones, depending on the outcome of the referendum.
>
> That makes very good sense.
>
> My only concern is how quickly we could make that happen. In the mean
> time, the board is in a questionable status as it doesn't have the amount of
> members mandated by the current bylaws.
>
> -- John
>

Good plan.

Another thing that just occured to me is that the bylaws amendment currently
proposes an election for officers this year and an election for other
members next year (2003 and 2004 are hard-coded into it, with language that
says how this starts the pattern and it should be continued.) Since
officers are not involved in the current problem, we'd need to address this
by one of these methods:

a. Amending these dates to be 2004 and 2005, then hold a special
election for vacant positions as already contemplated in the new
bylaws;

b. Flip-flopping the dates and hold the election for non-officer members
this year, and officers next;

c. Hold the election for officers this year as scheduled, as well as the
special election for vacant seats.

I think option C is rather unwieldy, considering the newness of things, so I
would support either A or B, though I would still prefer option C over doing
nothing to fix the bylaws.

-- John

On Thu, Oct 09, 2003 at 04:24:56PM -0400, David Graham wrote:
> The board should appoint an interim board member (the DPL would be a good
> candidate) on a mandate that he shall serve until and only until the
> by-law referendum and/or an election is complete, or until January 1st,
> which ever comes first.
>
> ---
> David "cdlu" Graham
> Guelph, Ontario
> cdlu(at)railfan(dot)ca
>
>
> On Thu, 9 Oct 2003, John Goerzen wrote:
>
> > On Thu, Oct 09, 2003 at 03:33:23PM -0400, David Graham wrote:
> > > I would support a by-law referendum instead of a board election now,
> > > following which the board would hold an election under either the current
> > > by-laws or the new ones, depending on the outcome of the referendum.
> >
> > That makes very good sense.
> >
> > My only concern is how quickly we could make that happen. In the mean
> > time, the board is in a questionable status as it doesn't have the amount of
> > members mandated by the current bylaws.
> >
> > -- John
> >

I've been thinking about the officer/non-officer thing and it strikes me
that it's a non-starter.

I mentionned this in channel yesterday, but let's look at this time-line.

In theory, a board member's term is two years. We will assume for the
moment that officers are elected on even years, and non-officers on odd
years.

2003, John Doe is elected to the board.
2004, An officer election is held
2004 later, John Doe is appointed to officer
2005, John Doe's term would normally expire, but as an officer, he
continues sitting
2006 early, John Doe steps down as an officer
2006, officer elections are held but John Doe is a regular board member
2007, John Doe's seat is finally up for election after he has managed to
stretch a 2 year term into 4.

---
David "cdlu" Graham
Guelph, Ontario
cdlu(at)railfan(dot)ca

On Thu, 9 Oct 2003, John Goerzen wrote:

> Good plan.
>
> Another thing that just occured to me is that the bylaws amendment currently
> proposes an election for officers this year and an election for other
> members next year (2003 and 2004 are hard-coded into it, with language that
> says how this starts the pattern and it should be continued.) Since
> officers are not involved in the current problem, we'd need to address this
> by one of these methods:
>
> a. Amending these dates to be 2004 and 2005, then hold a special
> election for vacant positions as already contemplated in the new
> bylaws;
>
> b. Flip-flopping the dates and hold the election for non-officer members
> this year, and officers next;
>
> c. Hold the election for officers this year as scheduled, as well as the
> special election for vacant seats.
>
> I think option C is rather unwieldy, considering the newness of things, so I
> would support either A or B, though I would still prefer option C over doing
> nothing to fix the bylaws.
>
> -- John
>
> On Thu, Oct 09, 2003 at 04:24:56PM -0400, David Graham wrote:
> > The board should appoint an interim board member (the DPL would be a good
> > candidate) on a mandate that he shall serve until and only until the
> > by-law referendum and/or an election is complete, or until January 1st,
> > which ever comes first.
> >
> > ---
> > David "cdlu" Graham
> > Guelph, Ontario
> > cdlu(at)railfan(dot)ca
> >
> >
> > On Thu, 9 Oct 2003, John Goerzen wrote:
> >
> > > On Thu, Oct 09, 2003 at 03:33:23PM -0400, David Graham wrote:
> > > > I would support a by-law referendum instead of a board election now,
> > > > following which the board would hold an election under either the current
> > > > by-laws or the new ones, depending on the outcome of the referendum.
> > >
> > > That makes very good sense.
> > >
> > > My only concern is how quickly we could make that happen. In the mean
> > > time, the board is in a questionable status as it doesn't have the amount of
> > > members mandated by the current bylaws.
> > >
> > > -- John
> > >
>

On Thu, Oct 09, 2003 at 04:24:56PM -0400, David Graham wrote:
> The board should appoint an interim board member (the DPL would be a good
> candidate) on a mandate that he shall serve until and only until the
> by-law referendum and/or an election is complete, or until January 1st,
> which ever comes first.

Why not just do the election first, as we have been planning to do? That
way we will retain the nice fact that roughly one third of the board
will have been elected at once, which will make it easy to do a 3/3/4
type of division in terms of election-related turnover each year. We'd
If the board acts on this at its Tuesday meeting, the whole process will
finish pretty soon, and even sooner if less than 30 days are waited
before starting the voting period. January 1st is just an arbitrary,
though pretty date, and I really have no reason to be even close to
certain that a bylaws amendment can be passed before then. It's quite
possible, but not close to certain. If it doesn't happen, then we'll
just have to do another reappointment, or else start the election then,
to be superceded when the bylaws do finally get amended, and we'll just
have even more transitions of "power" than we would have with the plan
already being considered.

I'd suggest doing an election now-ish, and then any subsequent elections
(aside from random vacancies) around the vicinity of our annual meetings
in July. The election now would really be for slightly less than a 3
year term; it would be until July 2006, and next July's election would
be for a term lasting until July 2007, and so on. This way, we can have
a nice, smooth rotation. Random vacancies could be handled like the
election now would be; namely, a special election would be held for the
vacant seats, and the winners would serve for the remainder of the terms
associated with those seats. This seems fairest to me, and it's the way
that many vacancies in the U.S. Congress are handled, which at least
gives it some "street cred."

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

On Thu, Oct 09, 2003 at 04:38:42PM -0400, David Graham wrote:
> 2003, John Doe is elected to the board.
> 2004, An officer election is held
> 2004 later, John Doe is appointed to officer

Under the new bylaws, one does not get "appointed" to an officer, one must
be elected to that position. There is also no provision for resigning your
position as officer and becoming a "regular" member instead.

The exception to the above is the position of secretary. The secretary is
always elected as a regular member and appointed by the whole of the board.
Being secretary or not has no impact on when you are up for re-election.

-- John

On Thu, Oct 09, 2003 at 02:26:12PM -0500, John Goerzen wrote:
> On Thu, Oct 09, 2003 at 11:06:30AM -0700, Benj. Mako Hill wrote:
> > * The voting shall take place on the Software in the Public Interest
> > web site using the Condorcet election method;
>
> Don't we usually vote by e-mail?

The election in February was done on the website. I Was assuming we
would be using the same software and with the minimum number of changes.

> > * The results of the election will be verified and announced by the SPI
> > secretary no more than 7 days after voting has ended.
>
> What happens if this doesn't happen? Is the election nullified? Having
> this clause in there makes me nervous because we are left with a highly
> ambiguous and dangerous situation if, for instance, Wichert gets drunk at a
> bar after the election and drunkenly steps in front of a train. Not that
> this would really happen, of course :-)
>
> The point is, we should either suggest a certain direction or specify what
> happens of the requirements are not met.

I'd welcome text to clarify this if you can write something up. David
Graham and Jimmy Kaplowitz have already brought this up on IRC and it
sounds sane to me.

> > * The three most preferred candidates, as determined by the method
> > stated above, will be named to the board of directors of Software in
> > the Public Interest, Inc. before the next meeting of the SPI board
> > of directors.
>
> Another question that needs to be clarified is: exactly whic hseats are up
> for grabs? Ian, Joey, and Manoj?

Do you think this really needs to be clarified? The seats are now
empty, we can elect people to board to fill empty seats, regardless of
who they belong to. If you feel strongly abou this though, I'm happy
to put it back in.

Regards,
Mako

--
Benjamin Mako Hill
mako(at)debian(dot)org
http://mako.yukidoke.org/

On Thu, Oct 09, 2003 at 03:22:06PM -0500, John Goerzen wrote:
> On Thu, Oct 09, 2003 at 03:33:23PM -0400, David Graham wrote:
> > I would support a by-law referendum instead of a board election now,
> > following which the board would hold an election under either the current
> > by-laws or the new ones, depending on the outcome of the referendum.
>
> That makes very good sense.
>
> My only concern is how quickly we could make that happen. In the
> mean time, the board is in a questionable status as it doesn't have
> the amount of members mandated by the current bylaws.

This is my concern as well.

As I detailed in the longer message I sent yesterday on fixing quorum,
amending the bylaws is going to require having the membership
committee get policy and software together to test for and expire
inactive members, test for inactive members (which probably involves
at least a couple weeks of waiting for people to respond -- more if
possible), having a resolution written and proposed to the membership
that more than than 66% of people vote on (this means a long voting
period) AND have that resolution pass.

You add all that up and it's a long time.

I think this is a worthwhile thing to pursue and that's why I
suggested a timeline to do this yesterday. I just feel that in the
time it takes the membership committee to get ready to ping people
about their membership (the first step in fixing the bylaws), we can
vote on and elect new board members for the vacant seats.

As a number of people have mentioned at the board meeting and before,
we only have 3 board members elected by the membership right now. I'd
still like to go ahead and get three more since we have an opportunity
and a reason.

Regards,
Mako

--
Benjamin Mako Hill
mako(at)debian(dot)org
http://mako.yukidoke.org/

On Thu, Oct 09, 2003 at 02:12:14PM -0700, Benj. Mako Hill wrote:
> > Another question that needs to be clarified is: exactly whic hseats are up
> > for grabs? Ian, Joey, and Manoj?
>
> Do you think this really needs to be clarified? The seats are now
> empty, we can elect people to board to fill empty seats, regardless of
> who they belong to. If you feel strongly abou this though, I'm happy
> to put it back in.

If you just say that it's adding members to the board as it stands, that
would be perfectly acceptable to me. In other words, upon reflection, no I
don't feel strongly about it.

-- John

On Thu, Oct 09, 2003 at 04:54:06PM -0400, Jimmy Kaplowitz wrote:
> On Thu, Oct 09, 2003 at 04:24:56PM -0400, David Graham wrote:
> > The board should appoint an interim board member (the DPL would be
> > a good candidate) on a mandate that he shall serve until and only
> > until the by-law referendum and/or an election is complete, or
> > until January 1st, which ever comes first.
>
> Why not just do the election first, as we have been planning to do?
> That way we will retain the nice fact that roughly one third of the
> board will have been elected at once, which will make it easy to do
> a 3/3/4 type of division in terms of election-related turnover each
> year.

I agree with Jimmy on most of this including the bits I did not quote.

I like elections of 3/3/4 (or something similar) with three years
terms because it maintains continuity, which some people (probably
myself included although I haven't thought about it enough yet) think
is useful. Mostly though, it's just convenient. We elected 3 people in
February and now, not quite a year but more a bit more than half a
year later, we are in a position to elect three more. That puts its in
a good position to complete the cycle in another year which will, in
turn, put us in a position to have one election, roughly each year,
for roughly a third of the board.

In terms of specifics of how this change would be represented in the
bylaws, and the roll of officer elections versus non-officer elections
and so on, I think this is a discussion that we should continue on the
bylaws committe list or here only after we've reach some kind of
decision about whether we want a bylaws referendum or a election
first.

> Random vacancies could be handled like the election now would be;
> namely, a special election would be held for the vacant seats, and
> the winners would serve for the remainder of the terms associated
> with those seats.

Avoiding having to do this is why I like the idea of keeping 8-12 in
the bylaws, at least for now, and having a couplre more than the
minimum of seats on the board. This gives us a little bit of a buffer.

Regards,
Mako

--
Benjamin Mako Hill
mako(at)debian(dot)org
http://mako.yukidoke.org/

John Goerzen wrote:
> > * The three most preferred candidates, as determined by the method
> > stated above, will be named to the board of directors of Software in
> > the Public Interest, Inc. before the next meeting of the SPI board
> > of directors.
>
> Another question that needs to be clarified is: exactly whic hseats are up
> for grabs? Ian, Joey, and Manoj?

Three regular board members. The periods of two of them expired and one
resigned. Hence, three regular board member seats.

Personally, I'd like the board to be extended to 12 people. However that
would increase the quorum by two people as well. I also wonder who to
vote on. I believe Anthony Towns would be a good candidate for the Board,
if he is interested.

Regards,

Joey

--
Life is too short to run proprietary software. -- Bdale Garbee

On Fri, Oct 10, 2003 at 10:37:27AM +0200, Martin Schulze wrote:
> I believe Anthony Towns would be a good candidate for the Board,
> if he is interested.

I'd like to, but there's no way I can make the weekly meetings. Having
board members split across two continents seems to be hard enough to
manage, adding a third just seems like asking for trouble. (Likewise,
not being in the US means I can't do anything useful about the accounting
for donations and expenses, whether on the board or not)

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.

Australian DMCA (the Digital Agenda Amendments) Under Review!
-- http://azure.humbug.org.au/~aj/blog/copyright/digitalagenda

On Fri, Oct 10, 2003 at 08:23:44PM +1000, Anthony Towns wrote:
> On Fri, Oct 10, 2003 at 10:37:27AM +0200, Martin Schulze wrote:
> > I believe Anthony Towns would be a good candidate for the Board,
> > if he is interested.
>
> I'd like to, but there's no way I can make the weekly meetings. Having

The meetings are once a month.

-- John