Re: Moving on the bylaws issue

Hello,

[ this is NOT written in my capacity on the bylaws committee and reflects
personal opinions ]

As someone interested in SPI working smoothly, I for one endorse the
recommendations posted to this list in the Bylaws committee report [1].

In order to become binding, these modifications must be approved by "not
less than two-thirds of the members." That is, the Board cannot enact these
changes without the membership being present.

What do people out there feel about this? Are you ready to vote? Are there
any concerns you have?

[1] http://lists.spi-inc.org/pipermail/spi-general/2003-July/000871.html

On Mon, Jul 21, 2003 at 03:26:44PM -0500, John Goerzen wrote:

> What do people out there feel about this? Are you ready to vote? Are there
> any concerns you have?
>
> [1] http://lists.spi-inc.org/pipermail/spi-general/2003-July/000871.html

Looking through the changes, it would be good to see some kind of rationale
for them -- my immediate reaction to some of them is "no way!", but I do
have confidence that you have carefully considered them, so there must be
something I'm missing at first glance. If you are able to give us some idea
of why you feel each change is useful, then this would help.

As an example, consider the change which mentions allowing the board to
keep resolutions confidential.

Cheers,

Nick
--
Nick Phillips -- nwp(at)lemon-computing(dot)com
Good day to get stuck in a lift (alimony due).

Nick Phillips wrote:
> On Mon, Jul 21, 2003 at 03:26:44PM -0500, John Goerzen wrote:
>
>
>>What do people out there feel about this? Are you ready to vote? Are there
>>any concerns you have?
>>
>>[1] http://lists.spi-inc.org/pipermail/spi-general/2003-July/000871.html
>
> [...]
> As an example, consider the change which mentions allowing the board to
> keep resolutions confidential.
>
>

No kidding. If you look at the email archive, there was a concern that
some discussions and actions might need to be confidential for legal reasons.
What happens when a board member leaves the board (resigns or voluntarily).
Do they become bound by the confidentiality at that point? Nothing is
specified about records of these resolutions at all. Future board members
should also be able to know what has happened. Therefore I'd suggest
specifying records being kept to be available to the Board (at least). This
would also apply to board members who happened to miss a meeting.

I noticed this on the list of things to check.

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

I was active in the discussions of the Bylaws way back when. The mailman
archives of spi-general seem incomplete (presumably majordomo archives have
been lost in the mists of time). Anyway, I think I was the one to propose the
2-tiered membership, and a rationale is given by
http://lists.spi-inc.org/pipermail/spi-general/1999-March/000075.html

One way of thinking of non-contributing members is in SPI's (potential)
role as a lobbying organization. It would be useful to claim a wider
membership than only those committed enough to actively contribute. Also,
they should provide a pool for recruiting committee members and board members.
Some level of active participation in committee(s) should be sufficient to
become a contributing member, though some committees are more sensitive than
others. That should be addressed in their charters.

Now that some of the issues with the Board have been resolved, some of the
purposes in article 2 can be pursued. I would recommend actively recruiting
non-developers with organizational and lobbying skills (among others), and
actively creating committees to pursue these purposes. There's probably a
much wider pool of interest now than there was in 1999. Maybe you could even
solicit cities/towns as members, or some of the financial companies who are
adopting free software.

By creating committees with relatively narrow purposes and recruiting
people with specific interests in promoting thoses purposes, you could
generate some internal inertia to keep the organizational malaise of the last
X years away.

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-compliance with bylaws be taken lightly? Without a compelling
reason, I would hope not.

Lynn

Again, before I start, I want to reiterate that this message is not any sort
of official statement from the bylaws committee. Other members may have
differing statements.

On Tue, Jul 22, 2003 at 10:39:03PM +1200, Nick Phillips wrote:
> Looking through the changes, it would be good to see some kind of rationale
> for them -- my immediate reaction to some of them is "no way!", but I do

Included below.

> have confidence that you have carefully considered them, so there must be
> something I'm missing at first glance. If you are able to give us some idea
> of why you feel each change is useful, then this would help.

While I'm at it, I should remind people that our proposals are reflective of
compromise -- trying to find solutions that work for everyone. Therefore,
some of them might not be exactly what I want to see, but are nevertheless
things that I see as an improvement over the current situation.

> As an example, consider the change which mentions allowing the board to
> keep resolutions confidential.

Actually, this change has a lot *more* teeth than the current situation,
which allows resolutions to be confidential with no special actions. The
proposal requires all resolutions to be published before taking effect, and
moreover, defines the exception very narrowly.

-----------------------------------------
Commentary on changes
-----------------------------------------

I comment on the changes proposed by the Bylaws committee. Please refer to
these proposals at:

http://quux.org/devel/bylaws/20030701.html

Additionally, you may refer to the problems we examined and records of
discussions at:

http://quux.org/devel/bylaws/status.html

I should also note that some of the things we're working on (such as secrecy
of passed resolutions) do not necessary reflect a commentary on how things
are now, but rather a dose of prevention of things we see may be problematic
in the future.

Quorum issues
-------------
The first change you'll notice is in Article Four. As many of you are
aware, there have been continuing problems obtaining quorum at board
meetings. Various ways to work around this have been attempted, but have
not necessarily been successful and sometimes are of debatable legality with
respect to the bylaws.

The proposed change in Article 4 does several things:

1. All quorums are handled per-vote rather than per-meeting.

This eliminates a host of problems, such as people leaving IRC in the
middle of a meeting and trying to define just what a meeting is in the
context of e-mail voting.

2. Altered quorum requirements for individual votes.

Current bylaws require 2/3 of the members to be present to vote.
The proposals affirm that, but introduce a new mechanism:
resolutions may be passed if at least half the members are present,
but only if they are passed unanimously. 2/3 have to be present
to pass things if there is disagreement.

This allows things which are non-controversial and largely procedural
to be passed even if 2/3 of the board is not present.

While personally I would prefer to see other solutions to this (for
instance, delegating more work to committees and reverting to quarterly
meetings), I believe that the proposal as stated still represents a
significant improvement over the current situation.

Publication of Resolutions
--------------------------

You can find this at the end of Article 5. The current bylaws make no
requirements that the board publish resolutions that have been accepted.
That is, the board can take actions in secret anytime it wishes.

The text here significantly strengthens the ability of the membership to get
access to information about the board's activities. Key to that is the
second paragraph, which says "No resolution may be considered enacted or
enforceable until . . . available to the entire contributing membership."
That is, the board can't make secret decision with immediate effect and just
stall for a month before telling people about it.

The exception here requires unanimous consent of all Board members, with
provisions for unsealing it in the future (if any Board member disagrees).
People on the comittee have contemplated situations where things may need to
be kept secret, and want to not unduly tie the board's hands.

As a reminder, however, even with this exception, the proposal is
*significantly* more stringent than what we have now (nothing).

Composition of the Board (Article 7)
------------------------------------
This is a big problem with the current bylaws. They state that directors
are chosen in the same manner as officers, but then don't state how officers
are chosen. So really we *don't know* how board members and officers are
supposed to be selected right now. We have no formal procedure to follow.

So, you will see that most anything is an improvement! :-)

Let me try to explain our changes in order of appearance.

1. All terms are changed from 3-year to 2-year terms.

This is partly done for the mechanics of the election, and partly
to provide a more immediate way for the membership to effect changes
on the board, while still not leaving board members in the
situation of continually having to devote resources to elections.

We may need to adjust the 2003 and 2004 dates listed in the document,
since some time has elapsed since it was proposed.

2. Officers and board members are selected by the contributing members.

We lay out that the power to select these people rests with the
contributing membership -- not with the existing board, officers,
or any other group. (This is not spelled out anywhere in the current
bylaws.)

3. Elections are to be held at the same time each year.

This makes sure that the election cycle is predictable and people
can plan for it.

4. Officers are voted on one year, and board members the next.

This ensures that the membership has a chance to effect change each
year, while maintaining continuity by retaining some people through
a given election. It also reduces confusion (for instance, if a board
member wants to run for an officer position) and makes things more
managable due to having fewer candidates in a single election.

5. When officers are selected, there are just two questions:
one for president and one for treasurer. The runner-up in the election
for president becomes vice-president.

This makes it easy for people to vote (only two questions.) We
also assume that somebody that is qualified to be president is also
qualified to be VP, but that the treasurer position requires
a distinct skillset, so it is placed separately on the ballot.

6. One question appears on the ballot for board members, and the top
candidates in the election are nominated to the board.

This is a fair and workable method: the people that end up on top in
the election get a seat.

7. We spell out how the secretary is chosen. The board chooses a secretary
from among the people already on the board (but not officers).

This has several advantages. For one, it guarantees that the secretary
is someone that the membership approves of (since they were responsible
for electing that person to the board in the first place.) Secondly,
since the secretary is mostly a position of managing board-related
activities, it ensures that it's someone the board can work with
(since the board selects the specific person).

8. There is a prohibition against running for more than one seat in any
given election.

The practical effect of this is that one cannot run for both president
and treasurer at once. This rule was added because it removes the
need to draft resolution procedures in case a single person wins
both elections. This way, by mandating that condition out of existence,
we can avoid a potentially complex and annoying situation.

Creating and Filling board vacancies (Article 7)
------------------------------------------------
Later in article 7, we adjust the procedure for filling vacancies on the
board.

The current bylaws state that the Board can nominate people to itself "for
the balance of the year" if a seat opens up. There are several problems
with this: 1) we don't know if the "balance of the year" is a calendar year
or an election cycle; 2) if not enough people remain on the board to act,
the situation is undefined; 3) taking this power out of the membership can
lead to abuse.

Also, the current bylaws contain a vague procedure involving charges and
hearings whereby the board may expel its own members.

We change these things as follows:

1. Board members may be removed, but by a supermajority of the contributing
membership, not the board.

2. There are limits on this power to prevent harassment and abuse.

Each person to be removed has to be voted on separately. Additionally,
there can be only one recall vote against any given person in any given
90-day period. This is designed to limit the ability of members
that fail to oust people from the board to harass those board members by
continually forcing removal votes.

The goal is to give the membership the power to remove Board members
that genuinely deserve it, while at the same time, making sure that
a vocal minority of the membership can not cause the organization to
grind to a halt.

3. Specific procedures for conducting a recall vote are laid out.

We lay out how such a vote is called for, who may vote, and eligibility
for future positions. The vote is for removal only, and the removed
person may run for reelection at any time. (Presumably the removed
person would not win, but they can run anyway.)

4. Conditions for filling vacancies for any reason (removal, resignation,
or whatever) are laid out as follows:

5. If the next regular election is 40 days or less from now, no special
action is taken, and the seat remains unfilled until then.

This only makes sense because there is no sense holding an election now
for somebody to be on the board for a few weeks until the regular
election for that seat shows up.

6. Otherwise, an election is held immediately, narrowly-defined for the
particular seat in question.

For example, if a board member resigned, an election is held to determine
that particular seat only. If the VP resigned, an election is held
to determine a new VP (that particular seat) -- not a full election for
president and VP.

This minimizes the problems that could occur by a sudden departure.

-- John