Re: Legal review of bylaws

Hello,

SPI's legal counsel has reviewed our proposed bylaws changed (the "July"
proposals) and has sent us his recommendations, which I will attempt to
distill here. We will likely need to make some small changes and then
make a new recommendation.

1. Each election for Board members should have as equal a number as
possible number of seats up for election. That is, if we have 5 seats
up one year, we could have 6 the next, but couldn't to 9 and 2.

2. Action may be taken without a meeting only if there is unanimous
director consent. (This would appear to apply to e-mail voting.) There
is some confusion about whether Article V's "default method of voting"
has impact here.

3. IRC meetings are allowed, but must be conducted such that we can
ensure that all Board members are participating and thus "present". Our
counsel mentioned that some that logs in and then leaves the computer to
watch TV may cause us to run afoul of this.

4. Article V is vague. We need to specify exactly what the contributing
members are elegible to vote for, and how. We have been advised that
the procedures are quite complicated given that our group doesn't meet
in person.

-- John

John Goerzen wrote:
> SPI's legal counsel has reviewed our proposed bylaws changed (the "July"
> proposals) and has sent us his recommendations, which I will attempt to
> distill here. We will likely need to make some small changes and then
> make a new recommendation.

Great news.

> 1. Each election for Board members should have as equal a number as
> possible number of seats up for election. That is, if we have 5 seats
> up one year, we could have 6 the next, but couldn't to 9 and 2.

Why?

--
Taral <taral(at)taral(dot)net>
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On Fri, Apr 30, 2004 at 11:09:28AM -0500, Taral wrote:
> John Goerzen wrote:
> >SPI's legal counsel has reviewed our proposed bylaws changed (the "July"
> >proposals) and has sent us his recommendations, which I will attempt to
> >distill here. We will likely need to make some small changes and then
> >make a new recommendation.
>
> Great news.
>
> >1. Each election for Board members should have as equal a number as
> >possible number of seats up for election. That is, if we have 5 seats
> >up one year, we could have 6 the next, but couldn't to 9 and 2.
>
> Why?

In general, these comments are based upon New York state law, where SPI
is incorportated. New York has a law mandating this. "equal a number
as possible" is a direct quote from the statute.

-- John