SPI bylaws overhaul: new discussion draft

Hi everyone,

I've attached a PDF with a draft set of SPI bylaws to replace the current set,
for your discussion and input. It's based on the draft which Bdale sent to
spi-general earlier this year, with certain changes:

1) Tried to take into account the various feedback I remember from the prior
discussion.
2) Preserved our existing practice of making directors contributing members by
virtue of their position during their time in office.
3) Fixed various grammar and language issues, and probably worsened some
document formatting issues unrelated to substance that would be fixed for a
final draft.
4) Retained a more modest-threshold version of the members' current say on
bylaws amendments, but combined that with Bdale's desire for the board to be
able to make amendments with low hassle when the members don't object, and to
handle any urgently needed amendments on a short-term provisional basis with
extra checks and balances.
5) Better implemented our existing intent to stagger the board's terms of
office evenly across several years, partly by reference to an option in NY
state law but with a bunch of extra nuance and detail.
6) Any changes I forgot to include in this summary. I didn't leave anything out
intentionally, of course, but this is a reminder to review the whole document.

Looking forward to hearing what you think and iterating as necessary! Once we
get to a point where reaction is generally positive and the remaining feedback
is minor, I'll address any such minor feedback, involve SPI's lawyers to get a
properly compliant final draft, and propose a vote for the board to send to the
members. This vote will not happen this month but could be any future month,
depending on when we get to that point.

Thanks for your feedback.

- Jimmy Kaplowitz
jimmy(at)spi-inc(dot)org

Jimmy - is there a way to produce the PDF such that the changes are highlighted? Or is there another way to directly compare previous to proposed?

-hilmar

> On Nov 11, 2016, at 12:07 AM, Jimmy Kaplowitz <jimmy(at)spi-inc(dot)org> wrote:
>
> Hi everyone,
>
> I've attached a PDF with a draft set of SPI bylaws to replace the current set,
> for your discussion and input. It's based on the draft which Bdale sent to
> spi-general earlier this year, with certain changes:
>
> 1) Tried to take into account the various feedback I remember from the prior
> discussion.
> 2) Preserved our existing practice of making directors contributing members by
> virtue of their position during their time in office.
> 3) Fixed various grammar and language issues, and probably worsened some
> document formatting issues unrelated to substance that would be fixed for a
> final draft.
> 4) Retained a more modest-threshold version of the members' current say on
> bylaws amendments, but combined that with Bdale's desire for the board to be
> able to make amendments with low hassle when the members don't object, and to
> handle any urgently needed amendments on a short-term provisional basis with
> extra checks and balances.
> 5) Better implemented our existing intent to stagger the board's terms of
> office evenly across several years, partly by reference to an option in NY
> state law but with a bunch of extra nuance and detail.
> 6) Any changes I forgot to include in this summary. I didn't leave anything out
> intentionally, of course, but this is a reminder to review the whole document.
>
> Looking forward to hearing what you think and iterating as necessary! Once we
> get to a point where reaction is generally positive and the remaining feedback
> is minor, I'll address any such minor feedback, involve SPI's lawyers to get a
> properly compliant final draft, and propose a vote for the board to send to the
> members. This vote will not happen this month but could be any future month,
> depending on when we get to that point.
>
> Thanks for your feedback.
>
> - Jimmy Kaplowitz
> jimmy(at)spi-inc(dot)org
> <spi-draft-bylaws-nov2016.pdf>_______________________________________________
> Spi-general mailing list
> Spi-general(at)lists(dot)spi-inc(dot)org
> http://lists.spi-inc.org/listinfo/spi-general

--
Hilmar Lapp -:- lappland.io

Hi Hilmar,

Completely reasonable request; unfortunately I don't have an easy way to do
that, since I didn't have Bdale's source document. I copied and pasted from the
PDF into a fresh LibreOffice document, fixed most of the formatting issues
manually, and proceeded from there. The lack of a diff is a big part of why I
tried to summarize the changes in my email, and why I put item #6 in my summary
of changes.

If Bdale happened to use LibreOffice or something compatible, I could try to
generate a diff after getting the source document from him if LibreOffice has a
way to do that. I'm not sure about either of those "if"s and suspect the diff
would be noisy anyway due to the reformatting.

- Jimmy Kaplowitz
jimmy(at)spi-inc(dot)org

On Fri, Nov 11, 2016 at 11:02:33AM -0500, Hilmar Lapp wrote:
> Jimmy - is there a way to produce the PDF such that the changes are highlighted? Or is there another way to directly compare previous to proposed?
>
> -hilmar
>
> > On Nov 11, 2016, at 12:07 AM, Jimmy Kaplowitz <jimmy(at)spi-inc(dot)org> wrote:
> >
> > Hi everyone,
> >
> > I've attached a PDF with a draft set of SPI bylaws to replace the current set,
> > for your discussion and input. It's based on the draft which Bdale sent to
> > spi-general earlier this year, with certain changes:
> >
> > 1) Tried to take into account the various feedback I remember from the prior
> > discussion.
> > 2) Preserved our existing practice of making directors contributing members by
> > virtue of their position during their time in office.
> > 3) Fixed various grammar and language issues, and probably worsened some
> > document formatting issues unrelated to substance that would be fixed for a
> > final draft.
> > 4) Retained a more modest-threshold version of the members' current say on
> > bylaws amendments, but combined that with Bdale's desire for the board to be
> > able to make amendments with low hassle when the members don't object, and to
> > handle any urgently needed amendments on a short-term provisional basis with
> > extra checks and balances.
> > 5) Better implemented our existing intent to stagger the board's terms of
> > office evenly across several years, partly by reference to an option in NY
> > state law but with a bunch of extra nuance and detail.
> > 6) Any changes I forgot to include in this summary. I didn't leave anything out
> > intentionally, of course, but this is a reminder to review the whole document.
> >
> > Looking forward to hearing what you think and iterating as necessary! Once we
> > get to a point where reaction is generally positive and the remaining feedback
> > is minor, I'll address any such minor feedback, involve SPI's lawyers to get a
> > properly compliant final draft, and propose a vote for the board to send to the
> > members. This vote will not happen this month but could be any future month,
> > depending on when we get to that point.
> >
> > Thanks for your feedback.
> >
> > - Jimmy Kaplowitz
> > jimmy(at)spi-inc(dot)org
> > <spi-draft-bylaws-nov2016.pdf>_______________________________________________
> > Spi-general mailing list
> > Spi-general(at)lists(dot)spi-inc(dot)org
> > http://lists.spi-inc.org/listinfo/spi-general
>
> --
> Hilmar Lapp -:- lappland.io
>
>
>

* Jimmy Kaplowitz <jimmy(at)spi-inc(dot)org> [2016-11-11 12:44]:
> If Bdale happened to use LibreOffice or something compatible, I
> could try to generate a diff after getting the source document from
> him if LibreOffice has a way to do that.

I have a LibreOffice version that I can send to you.

--
Martin Michlmayr
http://www.cyrius.com/

On 11/11/2016 09:44 AM, Jimmy Kaplowitz wrote:
> Hi Hilmar,
>
> Completely reasonable request; unfortunately I don't have an easy way to do
> that, since I didn't have Bdale's source document. I copied and pasted from the
> PDF into a fresh LibreOffice document, fixed most of the formatting issues
> manually, and proceeded from there. The lack of a diff is a big part of why I
> tried to summarize the changes in my email, and why I put item #6 in my summary
> of changes.
>
> If Bdale happened to use LibreOffice or something compatible, I could try to
> generate a diff after getting the source document from him if LibreOffice has a
> way to do that. I'm not sure about either of those "if"s and suspect the diff
> would be noisy anyway due to the reformatting.

I don't see how the membership can approve this without having the
line-item edits.

--Josh Berkus

One thing I’d submit for consideration that could be learned from this and change is to take the opportunity to put the text into Markdown (or LaTeX) format and host it in version control. Then the version control system does the diff, and presenting them, for you without any additional effort.

Here’s an example from the most recent bylaws changes for OBF:
https://github.com/OBF/obf-docs/pull/28
https://github.com/OBF/obf-docs/pull/29

I understand that many in SPI have strong reservations about Github, but obviously Github is far from the only platform that allows doing this.

-hilmar

> On Nov 11, 2016, at 12:44 PM, Jimmy Kaplowitz <jimmy(at)spi-inc(dot)org> wrote:
>
> Hi Hilmar,
>
> Completely reasonable request; unfortunately I don't have an easy way to do
> that, since I didn't have Bdale's source document. I copied and pasted from the
> PDF into a fresh LibreOffice document, fixed most of the formatting issues
> manually, and proceeded from there. The lack of a diff is a big part of why I
> tried to summarize the changes in my email, and why I put item #6 in my summary
> of changes.
>
> If Bdale happened to use LibreOffice or something compatible, I could try to
> generate a diff after getting the source document from him if LibreOffice has a
> way to do that. I'm not sure about either of those "if"s and suspect the diff
> would be noisy anyway due to the reformatting.
>
> - Jimmy Kaplowitz
> jimmy(at)spi-inc(dot)org
>
> On Fri, Nov 11, 2016 at 11:02:33AM -0500, Hilmar Lapp wrote:
>> Jimmy - is there a way to produce the PDF such that the changes are highlighted? Or is there another way to directly compare previous to proposed?
>>
>> -hilmar
>>
>>> On Nov 11, 2016, at 12:07 AM, Jimmy Kaplowitz <jimmy(at)spi-inc(dot)org> wrote:
>>>
>>> Hi everyone,
>>>
>>> I've attached a PDF with a draft set of SPI bylaws to replace the current set,
>>> for your discussion and input. It's based on the draft which Bdale sent to
>>> spi-general earlier this year, with certain changes:
>>>
>>> 1) Tried to take into account the various feedback I remember from the prior
>>> discussion.
>>> 2) Preserved our existing practice of making directors contributing members by
>>> virtue of their position during their time in office.
>>> 3) Fixed various grammar and language issues, and probably worsened some
>>> document formatting issues unrelated to substance that would be fixed for a
>>> final draft.
>>> 4) Retained a more modest-threshold version of the members' current say on
>>> bylaws amendments, but combined that with Bdale's desire for the board to be
>>> able to make amendments with low hassle when the members don't object, and to
>>> handle any urgently needed amendments on a short-term provisional basis with
>>> extra checks and balances.
>>> 5) Better implemented our existing intent to stagger the board's terms of
>>> office evenly across several years, partly by reference to an option in NY
>>> state law but with a bunch of extra nuance and detail.
>>> 6) Any changes I forgot to include in this summary. I didn't leave anything out
>>> intentionally, of course, but this is a reminder to review the whole document.
>>>
>>> Looking forward to hearing what you think and iterating as necessary! Once we
>>> get to a point where reaction is generally positive and the remaining feedback
>>> is minor, I'll address any such minor feedback, involve SPI's lawyers to get a
>>> properly compliant final draft, and propose a vote for the board to send to the
>>> members. This vote will not happen this month but could be any future month,
>>> depending on when we get to that point.
>>>
>>> Thanks for your feedback.
>>>
>>> - Jimmy Kaplowitz
>>> jimmy(at)spi-inc(dot)org
>>> <spi-draft-bylaws-nov2016.pdf>_______________________________________________
>>> Spi-general mailing list
>>> Spi-general(at)lists(dot)spi-inc(dot)org
>>> http://lists.spi-inc.org/listinfo/spi-general
>>
>> --
>> Hilmar Lapp -:- lappland.io
>>
>>
>>

--
Hilmar Lapp -:- lappland.io

On Sun, Nov 13, 2016 at 11:36:52AM -0500, Hilmar Lapp wrote:
> One thing I’d submit for consideration that could be learned from this and
> change is to take the opportunity to put the text into Markdown (or LaTeX)
> format and host it in version control. Then the version control system does
> the diff, and presenting them, for you without any additional effort.
>
> Here’s an example from the most recent bylaws changes for OBF:
> https://github.com/OBF/obf-docs/pull/28
> https://github.com/OBF/obf-docs/pull/29
>
> I understand that many in SPI have strong reservations about Github, but
> obviously Github is far from the only platform that allows doing this.

I think that the salient points, here, are:
- use a plain text 'source' format for the input
- use a source code management system to capture revisions and produce deltas
- publish the deltas so that the members can easily review the proposed changes
- use a formatter to 'compile' the input into published representation

We can achieve the above wthout having to use github.

I'm perfectly happy to use Markdown and I'd prefer it to LaTeX.

--
Luca Filipozzi
http://www.crowdrise.com/SupportDebian

On 11/15/2016 06:27 PM, Luca Filipozzi wrote:
> On Sun, Nov 13, 2016 at 11:36:52AM -0500, Hilmar Lapp wrote:
>> One thing I’d submit for consideration that could be learned from this and
>> change is to take the opportunity to put the text into Markdown (or LaTeX)
>> format and host it in version control. Then the version control system does
>> the diff, and presenting them, for you without any additional effort.
>>
>> Here’s an example from the most recent bylaws changes for OBF:
>> https://github.com/OBF/obf-docs/pull/28
>> https://github.com/OBF/obf-docs/pull/29
>>
>> I understand that many in SPI have strong reservations about Github, but
>> obviously Github is far from the only platform that allows doing this.
>
> I think that the salient points, here, are:
> - use a plain text 'source' format for the input
> - use a source code management system to capture revisions and produce deltas
> - publish the deltas so that the members can easily review the proposed changes
> - use a formatter to 'compile' the input into published representation
>
> We can achieve the above wthout having to use github.
>
> I'm perfectly happy to use Markdown and I'd prefer it to LaTeX.

Or just use ODF with commenting?

JD

>

--
Command Prompt, Inc. http://the.postgres.company/
+1-503-667-4564
PostgreSQL Centered full stack support, consulting and development.
Everyone appreciates your honesty, until you are honest with them.
Unless otherwise stated, opinions are my own.

On Tue, Nov 15, 2016 at 06:58:26PM -0800, Joshua D. Drake wrote:
> On 11/15/2016 06:27 PM, Luca Filipozzi wrote:
> >On Sun, Nov 13, 2016 at 11:36:52AM -0500, Hilmar Lapp wrote:
> >>One thing I’d submit for consideration that could be learned from this and
> >>change is to take the opportunity to put the text into Markdown (or LaTeX)
> >>format and host it in version control. Then the version control system does
> >>the diff, and presenting them, for you without any additional effort.
> >>
> >>Here’s an example from the most recent bylaws changes for OBF:
> >>https://github.com/OBF/obf-docs/pull/28
> >>https://github.com/OBF/obf-docs/pull/29
> >>
> >>I understand that many in SPI have strong reservations about Github, but
> >>obviously Github is far from the only platform that allows doing this.
> >
> >I think that the salient points, here, are:
> >- use a plain text 'source' format for the input
> >- use a source code management system to capture revisions and produce deltas
> >- publish the deltas so that the members can easily review the proposed changes
> >- use a formatter to 'compile' the input into published representation
> >
> >We can achieve the above wthout having to use github.
> >
> >I'm perfectly happy to use Markdown and I'd prefer it to LaTeX.
>
> Or just use ODF with commenting?

I'll admit a significantly stronger preference to Markdown (or other plain text
input format) to ODF (ie XML) and the use of diff over 'track changes'.

That said, I'm not editing the bylaws so I leave it to the those who are to
decide.

--
Luca Filipozzi
http://www.crowdrise.com/SupportDebian

On Wed, Nov 16, 2016 at 03:27:22AM +0000, Luca Filipozzi wrote:
> On Tue, Nov 15, 2016 at 06:58:26PM -0800, Joshua D. Drake wrote:
> > On 11/15/2016 06:27 PM, Luca Filipozzi wrote:
> > >On Sun, Nov 13, 2016 at 11:36:52AM -0500, Hilmar Lapp wrote:
> > >>One thing I’d submit for consideration that could be learned from this and
> > >>change is to take the opportunity to put the text into Markdown (or LaTeX)
> > >>format and host it in version control. Then the version control system does
> > >>the diff, and presenting them, for you without any additional effort.
> > >>
> > >>Here’s an example from the most recent bylaws changes for OBF:
> > >>https://github.com/OBF/obf-docs/pull/28
> > >>https://github.com/OBF/obf-docs/pull/29
> > >>
> > >>I understand that many in SPI have strong reservations about Github, but
> > >>obviously Github is far from the only platform that allows doing this.
> > >
> > >I think that the salient points, here, are:
> > >- use a plain text 'source' format for the input
> > >- use a source code management system to capture revisions and produce deltas
> > >- publish the deltas so that the members can easily review the proposed changes
> > >- use a formatter to 'compile' the input into published representation
> > >
> > >We can achieve the above wthout having to use github.
> > >
> > >I'm perfectly happy to use Markdown and I'd prefer it to LaTeX.
> >
> > Or just use ODF with commenting?
>
> I'll admit a significantly stronger preference to Markdown (or other plain text
> input format) to ODF (ie XML) and the use of diff over 'track changes'.
>
> That said, I'm not editing the bylaws so I leave it to the those who are to
> decide.

These discussions are only worth having in the context of hoping to make
changes to the content of the bylaws. Accordingly, now that I've provided an
automatic diff alongside my textual summary and am aware of the issue for the
future, can we refocus this conversation on substantive feedback? I fear some
people with substantive opinions may already have tuned out this thread based
on how extended this comparison and formatting discussion has become.

- Jimmy Kaplowitz
jimmy(at)spi-inc(dot)org

Jimmy,

> These discussions are only worth having in the context of hoping to make
> changes to the content of the bylaws. Accordingly, now that I've provided an
> automatic diff alongside my textual summary and am aware of the issue for the
> future, can we refocus this conversation on substantive feedback? I fear some
> people with substantive opinions may already have tuned out this thread based
> on how extended this comparison and formatting discussion has become.

So, how about a narrative explanation of what changes the board wishes
to make and why? I appreciate the markup, but since there's no comments
and the sections are being renumbered, it's really impossible to make
sense of.

I know it's not your intention, but it really feels like you're pushing
for the membership to approve these changes without understanding them.
For my part, I feel that our threshold for changes to the bylaws ought
to be *at least* as high as reviewing a patch for one of our projects.

Here's my suggestion for how to handle this:

1. someone should do a writeup, with detail of each change in the bylaws
and why it's necessary. In a lot of cases, it looks like you're just
trying to bring the bylaws into alignment with our actual practice, but
again, this needs to be explained.

2. SPI should have an open special IRC meeting with members of the board
to discuss the bylaws changes.

3. Someone should publish links to the board minutes for meetings where
the bylaws changes were discussed.

We've had the same bylaws for over a decade; I see no reason to rush
into revising them. If there is some urgency, then please also let the
membership know about that.

On 11/16/2016 10:38 AM, Josh berkus wrote:
> Jimmy,
>

> We've had the same bylaws for over a decade; I see no reason to rush
> into revising them. If there is some urgency, then please also let the
> membership know about that.

This wasn't rushed. This discussion has been going on for years and when
the board had to F2F last January (Feb?), we sat down with legal to fix
a lot of the oddities and bring the bylaws into a more reasonable state.

You may want to refer to the previous discussions on -general (months
ago) when the board released the first draft.

Sincerely,

JD

--
Command Prompt, Inc. http://the.postgres.company/
+1-503-667-4564
PostgreSQL Centered full stack support, consulting and development.
Everyone appreciates your honesty, until you are honest with them.
Unless otherwise stated, opinions are my own.

Board:

One chronic problem we have had with the SPI Board is failure to attend
meetings causing board meetings to be recessed due to lack of quorum.
As such, I would like to see some reference to a Board Attendence Policy
in the new bylaws, e.g.:

"The Board shall adopt a Board Meeting attendence policy which will
require sitting board members to attend the majority of Board meetings
in each year. Violation of this policy will cause the immediate removal
of the board member with replacement per Section 7."

Discussion?

Hi Josh,

I think there's some missing context here that's causing us to talk past each
other. In July, Bdale proposed a replacement set of bylaws, as per this mail:

http://lists.spi-inc.org/pipermail/spi-general/2016-July/003437.html

His mail explained the reasons very well, and those reasons still apply. There
was no diff provided then because it was a complete from-scratch replacement;
in turn, it was a complete replacement because of how inadequate our current
bylaws are, even as a starting point for the overhaul. No objections were
raised then at the lack of a diff, nor did he provide a narrative summary.

The ensuing on-list discussion included a lot of substantive comments,
equivalent to an extensive code review. My draft is explicitly intended to be
the next round of that code review, hopefully having adressed the changes the
members want to see from Bdale's draft.

With that extra context, over to inline answers:

On Wed, Nov 16, 2016 at 10:38:49AM -0800, Josh berkus wrote:
> So, how about a narrative explanation of what changes the board wishes
> to make and why? I appreciate the markup, but since there's no comments
> and the sections are being renumbered, it's really impossible to make
> sense of.

My email which started this thread included exactly that kind of narrative
explanation relative to Bdale's draft. I didn't repeat Bdale's explanation of
why an overhaul is needed, but I probably should have linked to it as I have in
this mail. It still applies. Both his draft and mine attempt to address the
issues he summarized, and in my draft's case, also the other issues I
summarized.

> I know it's not your intention, but it really feels like you're pushing
> for the membership to approve these changes without understanding them.
> For my part, I feel that our threshold for changes to the bylaws ought
> to be *at least* as high as reviewing a patch for one of our projects.

Oh I agree the threshold should be high. That's why I'm asking not for
immediate approval, but substantive review and discussions from the members,
just as Bdale did in July. When I said feedback I meant feedback, not an
imminent vote. I hope to converge toward consensus with whatever rounds of
review are necessary, whether that means "my draft is good" or "needs extensive
work." Only once we have something at least roughly close to consensus would I
want to vote on it.

> 1. someone should do a writeup, with detail of each change in the bylaws
> and why it's necessary. In a lot of cases, it looks like you're just
> trying to bring the bylaws into alignment with our actual practice, but
> again, this needs to be explained.

A big part of this is to align the bylaws with actual practice, yes. I'd
suggest reviewing the prior "code review comments" - i.e. the previous
spi-general thread in which Bdale gave a lot of context you want from such a
writeup.

> 2. SPI should have an open special IRC meeting with members of the board
> to discuss the bylaws changes.

We've had several such open IRC meetings: the last few board meetings have had
the bylaws draft update on the agenda which was emailed as standard notice to
spi-announce, publbished on our website, included in our meeting logs and
minutes, etc.

That said, most of the discussion was on spi-general, and the main discussion
at meetings was about preparing a new draft to jumpstart this mailing list
discussion following the prior July discussion.

> 3. Someone should publish links to the board minutes for meetings where
> the bylaws changes were discussed.

http://www.spi-inc.org/meetings/minutes/2016/2016-10-10/
http://www.spi-inc.org/meetings/minutes/2016/2016-09-12/

etc. But, again, these in-meeting discussions were less about the substance and
more about facilitating member input. We want the transparency as much as you
do and are not trying to sneak anything through.

> We've had the same bylaws for over a decade; I see no reason to rush
> into revising them. If there is some urgency, then please also let the
> membership know about that.

I agree there's no _urgency_ per se, but it's already been acknowledged as a
problem at least since I was on an SPI committee in 2003 producing a prior
proposal. While we shouldn't proceed at a rushed pace, I see no reason to let
the problem linger for 13 more years. We do have time for proper review, but we
should actively proceed with that and hopefully vote on a consensus draft next
year.

- Jimmy Kaplowitz
jimmy(at)spi-inc(dot)org

On 11/16/2016 11:07 AM, Jimmy Kaplowitz wrote:
> I think there's some missing context here that's causing us to talk past each
> other. In July, Bdale proposed a replacement set of bylaws, as per this mail:
>
> http://lists.spi-inc.org/pipermail/spi-general/2016-July/003437.html

Thank you, that was missing from the post about this draft. For others,
like me, who spent most of our July at conferences, these archives are key.

Will read through before commenting further.

* Josh berkus <josh(at)postgresql(dot)org> [2016-11-16 11:03]:
> One chronic problem we have had with the SPI Board is failure to attend
> meetings causing board meetings to be recessed due to lack of quorum.

It hasn't been a problem in recent years though.

> As such, I would like to see some reference to a Board Attendence Policy
> in the new bylaws, e.g.:
>
> "The Board shall adopt a Board Meeting attendence policy which will
> require sitting board members to attend the majority of Board meetings
> in each year. Violation of this policy will cause the immediate removal
> of the board member with replacement per Section 7."

Note that the following resolution on "Attendance Policy" is still in
effect:
http://spi-inc.org/corporate/resolutions/2006/2006-08-07.dbg.2.iwj.1/

I don't mind putting something into the bylaws though. Directors
definitely have to take their obligations seriously.

--
Martin Michlmayr
http://www.cyrius.com/

On 11/16/2016 11:10 AM, Martin Michlmayr wrote:
> * Josh berkus <josh(at)postgresql(dot)org> [2016-11-16 11:03]:
>> One chronic problem we have had with the SPI Board is failure to attend
>> meetings causing board meetings to be recessed due to lack of quorum.
>
> It hasn't been a problem in recent years though.

Not *as much*. But it's happened in the last 3 years, at least a couple
times.

>
>> As such, I would like to see some reference to a Board Attendence Policy
>> in the new bylaws, e.g.:
>>
>> "The Board shall adopt a Board Meeting attendence policy which will
>> require sitting board members to attend the majority of Board meetings
>> in each year. Violation of this policy will cause the immediate removal
>> of the board member with replacement per Section 7."
>
> Note that the following resolution on "Attendance Policy" is still in
> effect:
> http://spi-inc.org/corporate/resolutions/2006/2006-08-07.dbg.2.iwj.1/
>
> I don't mind putting something into the bylaws though. Directors
> definitely have to take their obligations seriously.

Maybe just a one-line reference in the main directors paragraph?

On 16 November 2016 at 19:03, Josh berkus <josh(at)postgresql(dot)org> wrote:
> Board:
>
> One chronic problem we have had with the SPI Board is failure to attend
> meetings causing board meetings to be recessed due to lack of quorum.
> As such, I would like to see some reference to a Board Attendence Policy
> in the new bylaws, e.g.:
>
> "The Board shall adopt a Board Meeting attendence policy which will
> require sitting board members to attend the majority of Board meetings
> in each year. Violation of this policy will cause the immediate removal
> of the board member with replacement per Section 7."
>
> Discussion?

I do not believe that lack of quorum has been stalling the progress,
or the day to day work of the SPI.

Also, have we had meetings with no actions? E.g. just vote meeting
minutes & confirm the next meeting date?

A lot of man-hours are spent on treasury activities. Whilst we are
constantly accepting donations. Accounting / crediting donations to
the projects & paying expenses is I think by far most time demanding
thing for the board.

I think I do have it easy, as I am not an officer nor sysadmin.
Nonetheless, over the past month I have spend about 14-16 hours
reviewing / auditing accounting, generating reports (which are now
published), and responding to email queries.

I myself missed the Monday meeting, due to volleyball match. I play in
the London Volleyball League.

Scheduling interactive meetings is a hard task for the board. We are
globally distributed timezone wise. All have more than full-time
engagements. And many of us travel a lot for work & leisure.

The board & officers are volunteers and we are not compensated for our
work. Which I think is a good thing. Conceptually, demanding fixed
hours or expelling board members over meeting attendance feels odd to
me. As it's not holding the meetings that matters, but the outcome of
the work SPi achieves.

We have achieved transitioning to an accounting system which follows
Generally accepted accounting principles (GAAP) with multiple
directors on the board fully understanding how to keep our accounts up
to date. It took longer than originally anticipated, but it has
increased bus factor and paves the way for sharing the treasury
workload.

If members and/or board think there are people who can dedicate more
time, with more/betters results, than I currently achieve on the
board, I'm happy to step down effective immediately.

On the other hand, I do agree that being an SPI director is not an
honorary role.

The board tries to meet monthly. But imho, if the board manages to
meet and have quorum 8 times a year, it is more than sufficient for
the current churn of operation.

The most limiting thing at the moment for the board, is the disconnect
between how the board operates and what our bylaws say we must do.
However, our current bylaws require 2/3rds of membership of approval
to pass the new ones. Hence the most urgent action for the SPI is the
need from all of our membership to review, help to draft, and complete
the bylaws update.

--
Regards,

Dimitri.

On 11/16/2016 03:01 PM, Dimitri John Ledkov wrote:

>> Discussion?
>
> I do not believe that lack of quorum has been stalling the progress,
> or the day to day work of the SPI.

Not the day to day work no but it has in the past, often stopped overall
progress including votes on associated projects.

>
> Also, have we had meetings with no actions? E.g. just vote meeting
> minutes & confirm the next meeting date?
>

Yes we have but not recently.

>
> I myself missed the Monday meeting, due to volleyball match. I play in
> the London Volleyball League.
>

Generally speaking, it isn't the missing of a meeting it is the missing
of a meeting without notice (as I recall).

JD
--
Command Prompt, Inc. http://the.postgres.company/
+1-503-667-4564
PostgreSQL Centered full stack support, consulting and development.
Everyone appreciates your honesty, until you are honest with them.
Unless otherwise stated, opinions are my own.

On 11/16/2016 03:01 PM, Dimitri John Ledkov wrote:
> A lot of man-hours are spent on treasury activities. Whilst we are
> constantly accepting donations. Accounting / crediting donations to
> the projects & paying expenses is I think by far most time demanding
> thing for the board.

You are correct.

So, there are two things to do about this.

1) The much-delayed SFC accounting project is finally bearing some
fruit; within a couple months we should have 100% free software we can
use to track and approve reimbursement requests. This will help a great
deal.

2) SPI is a big enough NPO that it really should have at least one paid
administrative staff member. I believe that Drake previously proposed
something of the sort?

--Josh Berkus

> On Nov 17, 2016, at 12:05 PM, Josh berkus <josh(at)postgresql(dot)org> wrote:
>
> 2) SPI is a big enough NPO that it really should have at least one paid
> administrative staff member. I believe that Drake previously proposed
> something of the sort?

I actually have, too, including at a Board meeting. I continue to feel that not paying someone for financial business operations, i.e., expecting open source software project community members to take enough delight in volunteering for otherwise mundane financial tasks to do them reliably, promptly, and well, is simply completely unrealistic at best, and at the level of SPI as an organization is unprofessional.

-hilmar
--
Hilmar Lapp -:- lappland.io

On 11/17/2016 09:18 AM, Hilmar Lapp wrote:
>
>> On Nov 17, 2016, at 12:05 PM, Josh berkus <josh(at)postgresql(dot)org> wrote:
>>
>> 2) SPI is a big enough NPO that it really should have at least one paid
>> administrative staff member. I believe that Drake previously proposed
>> something of the sort?
>
> I actually have, too, including at a Board meeting. I continue to feel that not paying someone for financial business operations, i.e., expecting open source software project community members to take enough delight in volunteering for otherwise mundane financial tasks to do them reliably, promptly, and well, is simply completely unrealistic at best, and at the level of SPI as an organization is unprofessional.

I am happy to work my social network to find recommendations for a
hireable candidate. But only if the Board wants to go ahead with this
(and can set a budget).

On 11/17/2016 09:05 AM, Josh berkus wrote:
> On 11/16/2016 03:01 PM, Dimitri John Ledkov wrote:

>
> 2) SPI is a big enough NPO that it really should have at least one paid
> administrative staff member. I believe that Drake previously proposed
> something of the sort?

That might have been me (I don't recall). I am an advocate of
compensating officers.

Sincerely,

JD

--
Command Prompt, Inc. http://the.postgres.company/
+1-503-667-4564
PostgreSQL Centered full stack support, consulting and development.
Everyone appreciates your honesty, until you are honest with them.
Unless otherwise stated, opinions are my own.

On Thu, Nov 17, 2016 at 09:05:33AM -0800, Josh berkus wrote:
> 2) SPI is a big enough NPO that it really should have at least one paid
> administrative staff member. I believe that Drake previously proposed
> something of the sort?
>

Thanks for bringing this up again, may I suggest we put something on the
agenda of the board meetings, possibly as a rolling item so it doesn't
get forgotton about for another year? :)

Neil

On 11/17/2016 09:49 AM, Neil McGovern wrote:
> On Thu, Nov 17, 2016 at 09:05:33AM -0800, Josh berkus wrote:
>> 2) SPI is a big enough NPO that it really should have at least one paid
>> administrative staff member. I believe that Drake previously proposed
>> something of the sort?
>>
>
> Thanks for bringing this up again, may I suggest we put something on the
> agenda of the board meetings, possibly as a rolling item so it doesn't
> get forgotton about for another year? :)

Fine with me, but I'm not on the Board. Is there a board member who
wants to own this?

> On Nov 17, 2016, at 12:05 PM, Josh berkus <josh(at)postgresql(dot)org> wrote:
>
> 2) SPI is a big enough NPO that it really should have at least one paid
> administrative staff member. I believe that Drake previously proposed
> something of the sort?

In my experience, the job of such paid staff member quickly become to do
fundraising so that the NPO has enough cash flow to continue to pay
them, which leads the NPO to become an end onto itself.

Cheers,
Bill.

On 11/17/2016 10:41 AM, Bill Allombert wrote:
>> On Nov 17, 2016, at 12:05 PM, Josh berkus <josh(at)postgresql(dot)org> wrote:
>>
>> 2) SPI is a big enough NPO that it really should have at least one paid
>> administrative staff member. I believe that Drake previously proposed
>> something of the sort?
>
> In my experience, the job of such paid staff member quickly become to do
> fundraising so that the NPO has enough cash flow to continue to pay
> them, which leads the NPO to become an end onto itself.

That's not relevant to why we need an admin. Nor has anyone suggested
hiring a fundraiser.

SPI is at this point a $500K organization. It is downright
irresponsible of us not to have paid staff to handle the paperwork.
Sooner or later, we will miss some important piece of paperwork and get
disaccredited.

--Josh Berkus

On 11/17/2016 10:59 AM, Josh berkus wrote:

> That's not relevant to why we need an admin. Nor has anyone suggested
> hiring a fundraiser.
>
> SPI is at this point a $500K organization. It is downright
> irresponsible of us not to have paid staff to handle the paperwork.
> Sooner or later, we will miss some important piece of paperwork and get
> disaccredited.

Correct, which is why I am an advocate of paid officers. I am not
opposed to office staff either of course, but if we pay staff, at a
minimum we must pay who manages that staff.

JD

--
Command Prompt, Inc. http://the.postgres.company/
+1-503-667-4564
PostgreSQL Centered full stack support, consulting and development.
Everyone appreciates your honesty, until you are honest with them.
Unless otherwise stated, opinions are my own.

On 11/17/2016 11:27 AM, Joshua D. Drake wrote:
> On 11/17/2016 10:59 AM, Josh berkus wrote:
>
>> That's not relevant to why we need an admin. Nor has anyone suggested
>> hiring a fundraiser.
>>
>> SPI is at this point a $500K organization. It is downright
>> irresponsible of us not to have paid staff to handle the paperwork.
>> Sooner or later, we will miss some important piece of paperwork and get
>> disaccredited.
>
> Correct, which is why I am an advocate of paid officers. I am not
> opposed to office staff either of course, but if we pay staff, at a
> minimum we must pay who manages that staff.

Do we have officers who could spend more time on SPI if they were paid
to do so?

--Josh Berkus

> On Nov 17, 2016, at 2:27 PM, Joshua D. Drake <jd(at)commandprompt(dot)com> wrote:
>
> if we pay staff, at a minimum we must pay who manages that staff.

I don’t think that’s necessarily true. If the staff is a contractor, then whatever management is needed is normally factored into the rate. Or do you want to argue that even when paying independent contractors, there needs to be someone paid at SPI to manage those contractors? (Which I personally wouldn't agree with.)

-hilmar
--
Hilmar Lapp -:- lappland.io

On Thu, Nov 17, 2016 at 11:32:15AM -0800, Josh berkus wrote:
> On 11/17/2016 11:27 AM, Joshua D. Drake wrote:
> > On 11/17/2016 10:59 AM, Josh berkus wrote:
> >
> >> That's not relevant to why we need an admin. Nor has anyone suggested
> >> hiring a fundraiser.
> >>
> >> SPI is at this point a $500K organization. It is downright
> >> irresponsible of us not to have paid staff to handle the paperwork.
> >> Sooner or later, we will miss some important piece of paperwork and get
> >> disaccredited.
> >
> > Correct, which is why I am an advocate of paid officers. I am not
> > opposed to office staff either of course, but if we pay staff, at a
> > minimum we must pay who manages that staff.
>
> Do we have officers who could spend more time on SPI if they were paid
> to do so?

A NPO cannot pay officers and ex-officers without creating a major
conflict of interest.

Cheers,
Bill.

On 11/17/2016 11:32 AM, Josh berkus wrote:
> On 11/17/2016 11:27 AM, Joshua D. Drake wrote:
>> On 11/17/2016 10:59 AM, Josh berkus wrote:

>> Correct, which is why I am an advocate of paid officers. I am not
>> opposed to office staff either of course, but if we pay staff, at a
>> minimum we must pay who manages that staff.
>
> Do we have officers who could spend more time on SPI if they were paid
> to do so?

I don't know that it matters. Officers of a corporation should be
compensated. It is also normal for established non profits to do so (See
Python Foundation).

Of course we could get into a discussion as to the motivational quality
of a dollar but I don't know if that would produce a productive result.

Sincerely,

JD

--
Command Prompt, Inc. http://the.postgres.company/
+1-503-667-4564
PostgreSQL Centered full stack support, consulting and development.
Everyone appreciates your honesty, until you are honest with them.
Unless otherwise stated, opinions are my own.

On 11/17/2016 11:33 AM, Hilmar Lapp wrote:
>
>> On Nov 17, 2016, at 2:27 PM, Joshua D. Drake <jd(at)commandprompt(dot)com> wrote:
>>
>> if we pay staff, at a minimum we must pay who manages that staff.
>
> I don’t think that’s necessarily true. If the staff is a contractor, then whatever management is needed is normally factored into the rate.

My experience is that this is patently false. You could have a complete,
100% autonomous, rock-star of a contractor. There still needs to be
someone who manages the purpose, todo, communications etc... of that
contractor to the person/team/department that is in charge of what they do.

JD

--
Command Prompt, Inc. http://the.postgres.company/
+1-503-667-4564
PostgreSQL Centered full stack support, consulting and development.
Everyone appreciates your honesty, until you are honest with them.
Unless otherwise stated, opinions are my own.

Using other non-profits in the same space as SPI, FWIW the officers of NumFOCUS are not compensated. I don’t know about about those of the SFConservancy?

-hilmar

> On Nov 17, 2016, at 3:04 PM, Joshua D. Drake <jd(at)commandprompt(dot)com> wrote:
>
> On 11/17/2016 11:32 AM, Josh berkus wrote:
>> On 11/17/2016 11:27 AM, Joshua D. Drake wrote:
>>> On 11/17/2016 10:59 AM, Josh berkus wrote:
>
>>> Correct, which is why I am an advocate of paid officers. I am not
>>> opposed to office staff either of course, but if we pay staff, at a
>>> minimum we must pay who manages that staff.
>>
>> Do we have officers who could spend more time on SPI if they were paid
>> to do so?
>
> I don't know that it matters. Officers of a corporation should be compensated. It is also normal for established non profits to do so (See Python Foundation).
>
> Of course we could get into a discussion as to the motivational quality of a dollar but I don't know if that would produce a productive result.
>
> Sincerely,
>
> JD
>
>
> --
> Command Prompt, Inc. http://the.postgres.company/
> +1-503-667-4564
> PostgreSQL Centered full stack support, consulting and development.
> Everyone appreciates your honesty, until you are honest with them.
> Unless otherwise stated, opinions are my own.
> _______________________________________________
> Spi-general mailing list
> Spi-general(at)lists(dot)spi-inc(dot)org
> http://lists.spi-inc.org/listinfo/spi-general

--
Hilmar Lapp -:- lappland.io

On Thu, Nov 17, 2016 at 11:32:15AM -0800, Josh berkus wrote:
> On 11/17/2016 11:27 AM, Joshua D. Drake wrote:
> > On 11/17/2016 10:59 AM, Josh berkus wrote:
> >
> >> That's not relevant to why we need an admin. Nor has anyone suggested
> >> hiring a fundraiser.
> >>
> >> SPI is at this point a $500K organization. It is downright
> >> irresponsible of us not to have paid staff to handle the paperwork.
> >> Sooner or later, we will miss some important piece of paperwork and get
> >> disaccredited.
> >
> > Correct, which is why I am an advocate of paid officers. I am not
> > opposed to office staff either of course, but if we pay staff, at a
> > minimum we must pay who manages that staff.
>
> Do we have officers who could spend more time on SPI if they were paid
> to do so?

A NPO cannot pay officers and ex-officers without creating a major
conflict of interest.

Cheers,
Bill.

On 11/17/2016 01:09 PM, Bill Allombert wrote:

>> Do we have officers who could spend more time on SPI if they were paid
>> to do so?
>
> A NPO cannot pay officers and ex-officers without creating a major
> conflict of interest.

An NPO can absolutely pay officers. They can't pay board members.

Sincerely,

JD

>
> Cheers,
> Bill.
> _______________________________________________
> Spi-general mailing list
> Spi-general(at)lists(dot)spi-inc(dot)org
> http://lists.spi-inc.org/listinfo/spi-general
>

--
Command Prompt, Inc. http://the.postgres.company/
+1-503-667-4564
PostgreSQL Centered full stack support, consulting and development.
Everyone appreciates your honesty, until you are honest with them.
Unless otherwise stated, opinions are my own.

On Thu, Nov 17, 2016 at 01:32:21PM -0800, Joshua D. Drake wrote:
> On 11/17/2016 01:09 PM, Bill Allombert wrote:
>
> >>Do we have officers who could spend more time on SPI if they were paid
> >>to do so?
> >
> >A NPO cannot pay officers and ex-officers without creating a major
> >conflict of interest.
>
> An NPO can absolutely pay officers. They can't pay board members.

However, all current SPI officers are board members.

Cheers,
Bill.

On 11/17/2016 01:46 PM, Bill Allombert wrote:
> On Thu, Nov 17, 2016 at 01:32:21PM -0800, Joshua D. Drake wrote:
>> On 11/17/2016 01:09 PM, Bill Allombert wrote:
>>
>>>> Do we have officers who could spend more time on SPI if they were paid
>>>> to do so?
>>>
>>> A NPO cannot pay officers and ex-officers without creating a major
>>> conflict of interest.
>>
>> An NPO can absolutely pay officers. They can't pay board members.
>
> However, all current SPI officers are board members.

Yes.

I have had lengthy discussions with legal for both SPI and for PgUS on
this matter. It is completely acceptable to pay an officer of an NPO. It
is not possible to pay a board member. It is completely acceptable to
compensate an Officer who happens to be a board member for their duties
as an Officer. It is also normal to do so.

Sincerely,

JD

--
Command Prompt, Inc. http://the.postgres.company/
+1-503-667-4564
PostgreSQL Centered full stack support, consulting and development.
Everyone appreciates your honesty, until you are honest with them.
Unless otherwise stated, opinions are my own.

On Thu, Nov 17, 2016 at 12:04:20PM -0800, Joshua D. Drake wrote:
> I don't know that it matters. Officers of a corporation should be
> compensated. It is also normal for established non profits to do so (See
> Python Foundation).

there are many normal things which totally suck.

> Of course we could get into a discussion as to the motivational quality of a
> dollar but I don't know if that would produce a productive result.

so discussing $thing can result in demotivation and other unproductive
results, so instead of discussing $thing you just want to do $thing &
magically hope that those bad effects dont occur then? I expect doing
$things to have even bigger impact than just discussing $those things.

creating paid jobs can very well kill effectivly kill the volunteers.
as long as the former-volunteers are paid, this might work short term,
but IME once the payment stops, the now former volunteers do not become
volunteers again.

--
cheers,
Holger

On Thu, Nov 17, 2016 at 02:02:49PM -0800, Joshua D. Drake wrote:
> On 11/17/2016 01:46 PM, Bill Allombert wrote:
> >On Thu, Nov 17, 2016 at 01:32:21PM -0800, Joshua D. Drake wrote:
> >>On 11/17/2016 01:09 PM, Bill Allombert wrote:
> >>
> >>>>Do we have officers who could spend more time on SPI if they were paid
> >>>>to do so?
> >>>
> >>>A NPO cannot pay officers and ex-officers without creating a major
> >>>conflict of interest.
> >>
> >>An NPO can absolutely pay officers. They can't pay board members.
> >
> >However, all current SPI officers are board members.
>
> Yes.
>
> I have had lengthy discussions with legal for both SPI and for PgUS on this
> matter. It is completely acceptable to pay an officer of an NPO. It is not
> possible to pay a board member. It is completely acceptable to compensate an
> Officer who happens to be a board member for their duties as an Officer. It
> is also normal to do so.

In the US, maybe. In France it is absolutly illegal due to the above
conflict of interest issue, and that issue needs to be adressed even in the US.

Cheers,
Bill.

On Thu, Nov 17, 2016 at 02:02:49PM -0800, Joshua D. Drake wrote:
> On 11/17/2016 01:46 PM, Bill Allombert wrote:
> >On Thu, Nov 17, 2016 at 01:32:21PM -0800, Joshua D. Drake wrote:
> >>On 11/17/2016 01:09 PM, Bill Allombert wrote:
> >>
> >>>>Do we have officers who could spend more time on SPI if they were paid
> >>>>to do so?
> >>>
> >>>A NPO cannot pay officers and ex-officers without creating a major
> >>>conflict of interest.
> >>
> >>An NPO can absolutely pay officers. They can't pay board members.
> >
> >However, all current SPI officers are board members.
>
> Yes.
>
> I have had lengthy discussions with legal for both SPI and for PgUS on this
> matter. It is completely acceptable to pay an officer of an NPO. It is not
> possible to pay a board member. It is completely acceptable to compensate an
> Officer who happens to be a board member for their duties as an Officer. It
> is also normal to do so.

In the US, maybe. In France it is absolutly illegal due to the above
conflict of interest issue, and that issue needs to be adressed even in the US.

Cheers,
Bill.

Hi Jimmy,

On 2016-11-16 13:03, Jimmy Kaplowitz wrote:
> On Wed, Nov 16, 2016 at 03:27:22AM +0000, Luca Filipozzi wrote:
>> On Tue, Nov 15, 2016 at 06:58:26PM -0800, Joshua D. Drake wrote:
>>> On 11/15/2016 06:27 PM, Luca Filipozzi wrote:
>>>> On Sun, Nov 13, 2016 at 11:36:52AM -0500, Hilmar Lapp wrote:
>>>>> One thing I’d submit for consideration that could be learned from this and
>>>>> change is to take the opportunity to put the text into Markdown (or LaTeX)
>>>>> format and host it in version control. Then the version control system does
>>>>> the diff, and presenting them, for you without any additional effort.
>>>>>
>>>>> Here’s an example from the most recent bylaws changes for OBF:
>>>>> https://github.com/OBF/obf-docs/pull/28
>>>>> https://github.com/OBF/obf-docs/pull/29
>>>>>
>>>>> I understand that many in SPI have strong reservations about Github, but
>>>>> obviously Github is far from the only platform that allows doing this.
>>>> I think that the salient points, here, are:
>>>> - use a plain text 'source' format for the input
>>>> - use a source code management system to capture revisions and produce deltas
>>>> - publish the deltas so that the members can easily review the proposed changes
>>>> - use a formatter to 'compile' the input into published representation
>>>>
>>>> We can achieve the above wthout having to use github.
>>>>
>>>> I'm perfectly happy to use Markdown and I'd prefer it to LaTeX.
>>> Or just use ODF with commenting?
>> I'll admit a significantly stronger preference to Markdown (or other plain text
>> input format) to ODF (ie XML) and the use of diff over 'track changes'.
>>
>> That said, I'm not editing the bylaws so I leave it to the those who are to
>> decide.
> These discussions are only worth having in the context of hoping to make
> changes to the content of the bylaws. Accordingly, now that I've provided an
> automatic diff alongside my textual summary and am aware of the issue for the
> future, can we refocus this conversation on substantive feedback? I fear some
> people with substantive opinions may already have tuned out this thread based
> on how extended this comparison and formatting discussion has become.
>

If there is concern that discussion about identifying the proposed changes is hurting discussion about the proposed changes, I recommend retitling subthreads about the former so the precise topic can be quickly determined.

--
Filipus Klutiero
http://www.philippecloutier.com

Hi Josh,

On 2016-11-16 14:03, Josh berkus wrote:
> Board:
>
> One chronic problem we have had with the SPI Board is failure to attend
> meetings causing board meetings to be recessed due to lack of quorum.
> As such, I would like to see some reference to a Board Attendence Policy
> in the new bylaws, e.g.:
>
> "The Board shall adopt a Board Meeting attendence policy which will
> require sitting board members to attend the majority of Board meetings
> in each year. Violation of this policy will cause the immediate removal
> of the board member with replacement per Section 7."
>
> Discussion?

I do not think setting an arbitrary threshold is a good idea. Board attendance is one component of a member's value.

I do not know this issue's importance. If the frequency of quorum issues is abnormally high, the issue may be in these meetings or in board composition. From the way you describe the board attendance issue, I suspect quorum may be excessively high.

If you are convinced the issue is mostly one of board composition, I would recommend to start by facilitating the process of selecting members, by providing data on past attendance, at least for candidates who have already been members of the board.

If we manage to collect such data, if the issue persists after the board is elected with access to attendance statistics, and if these statistics show abnormally low attendance and variability among members, then I would consider more drastic solutions.

--
Filipus Klutiero
http://www.philippecloutier.com