Bylaw proposals revision issue

Hello,

Yesterday, I promised[1] to post a plan for the next weeks here.

We need to do these things:

1. Split apart our proposals into chunks that can be accepted/rejected
separately

2. Verify that these chunks contain no interdependencies

3. Review the proposals, and our todo lists, for additional changes that
should be made.

4. Draft some explanatory documents that describe the problems that
exist and how our proposals aim to solve them, as well as alternative
viewpoints.

In our report[2] last July, our proposals were put forth. You can find
a copy of those proposals at [3].

To get started on splitting them, I propose that we divide them as
follows:

* Article 4: Board meeting quorum and meeting rule updates

* Article 5: Public notice requirement strenghening

* Article 7: Board and officer election procedures

These chunks appear to not contain any inter-dependencies, so if you
disagree with that split, please comment ASAP.

-- John

[1] http://lists.spi-inc.org/pipermail/spi-general/2003-December/001117.html
[2] http://lists.spi-inc.org/pipermail/spi-general/2003-July/000871.html
[3] http://gopher.quux.org:70/devel/bylaws/20030701.html

On Wed, Dec 03, 2003 at 11:10:33AM -0600, John Goerzen wrote:
> * Article 7: Board and officer election procedures

There has been a deal of talking about board member elections (and
some actually board and officer elections!) since the proposal was
drafted.

I'd like to get a sense of the justification behind the proposal as it
stands and the feelings of the committee about an alternative proposal
(something along the lines of a 3/3/4 3-year election cycle) to decide
if making alternative proposal along these lines is something I think
is a good idea.

I'd also like to talk about a transition plan for both or either
proposals.

I haven't look at the bylaws proposals in some months but I don't
foresee a problems with the alternative.

Regards,
Mako

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

On Thu, Dec 04, 2003 at 08:44:45AM +0100, Benj. Mako Hill wrote:
> I'd like to get a sense of the justification behind the proposal as it
> stands and the feelings of the committee about an alternative proposal
> (something along the lines of a 3/3/4 3-year election cycle) to decide
> if making alternative proposal along these lines is something I think
> is a good idea.

Can you elaborate on that proposal a bit? I'm not quite sure what
specifically you're suggesting.

> I'd also like to talk about a transition plan for both or either
> proposals.

Yes, that's a good point as well.

-- John

There's one thing I'm not comfortable with in our existing proposals which
I believe we'll need to revise and attempt to correct or clarify.

For those who've lost it, our stuff is at:
http://gopher.quux.org:70/devel/bylaws/status.html

As it currently stands, I'm concerned that it is left up to interpretation
whether or not officers and board members can exchange roles between
elections, and thus allow a board member to get a role as an officer and
live as an officer through a member election and back and forth allowing a
theoretically infinite amount of time without an election. To be sure that
this can't happen, I'd like to propose the following clarification:

Add somewhere in the voting section:

No board member may shift roles between Officers or between Officer and
non-Officer roles, except for the Secretary, whose role is covered
separately under (this clause: After each annual election, the entire
Board, including new members, shall pass a resolution appointing a
secretary. The Board may also pass a new resolution at any time selecting
a new secretary. The secretary selected must already be a non-officer
member of the Board.).

I'd also like to propose that we chapter-and-verse the whole by-laws so
that it is easier for referencing within the by-laws and by resolutions
and so-forth outside of the bylaws. Having an article is fine, but having
clearly numbered Article.paragraph.subcondition numbering would be useful.

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

First things first, can you post a list of the suggested changes for
the newcomers here. I'm working off what I remember rather than what I
thought because a quick web search and scan of the archive didn't
leave anything popping out.

On Thu, Dec 04, 2003 at 08:23:48AM -0600, John Goerzen wrote:
> On Thu, Dec 04, 2003 at 08:44:45AM +0100, Benj. Mako Hill wrote:
> > I'd like to get a sense of the justification behind the proposal as it
> > stands and the feelings of the committee about an alternative proposal
> > (something along the lines of a 3/3/4 3-year election cycle) to decide
> > if making alternative proposal along these lines is something I think
> > is a good idea.
>
> Can you elaborate on that proposal a bit? I'm not quite sure what
> specifically you're suggesting.

Yes.

Rather than electing the non-officer half of the board one year, and
the rest the next year, I'd suggest that have one election each year
electing roughly a third of the board to three year terms. Since we've
got 10 people, this would be 3 one year, 3 the next, and 4 the next
and then back to the beginning.

> > I'd also like to talk about a transition plan for both or either
> > proposals.
>
> Yes, that's a good point as well.

An easy transition is almost wholly where this idea comes from. We had
3 board members elected early this year and three elected something
less than a full year later. The first group serves a little less than
three years and the second group serves a little more. The remaining
board members are elected in a year to complete the cycle.

In the case of someone vacating their seat early, elections need not
be called until the board became too small (we'd have a 2 person
buffer I believe) or until the next scheduled election and then to an
abbreviated term so we can keep our neat three year cycle (perhaps the
least preferred person gets the seat with the shorter duration).

In terms of officer elections, I am still unconvinced that this is
something that's necessary to have the membership vote on. As an SPI
contributing member, I never thought I was informed enough about
internal processes to make a decision about which person would be a
better treasurer and vice-president for example, or even president --
and I never saw this as a deficiency in the organization. I've also
never heard of an organizational board of directors that had members
elect officers (although I admit that election of board members is
somewhat rare as well and we all agree that this is a great idea).

It seems to me that officers are most involved in internal SPI board
operations in which case it makes most sense IMHO to let the board
handle it and reevaluate it at the yearly meeting or perhaps after new
members are elected. If a treasurer isn't doing their job, why not let
the board fix it? If the president isn't having the board meetings run
well, why not let the board fix it?

If there is special power outside of internal SPI functions, I'd
suggest we devolve this power to either the board or the membership as
a whole and treat those special jobs that you need one person to do
(like a project secretary, press contact, etc) like a one-person
committee accountable to the board and the membership.

Regards,
Mako

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

On Fri, Dec 05, 2003 at 11:01:36AM +0100, Benj. Mako Hill wrote:
> First things first, can you post a list of the suggested changes for
> the newcomers here. I'm working off what I remember rather than what I
> thought because a quick web search and scan of the archive didn't
> leave anything popping out.

Yes... (And sorry about the delay, things have been crazy here..)

Start at http://gopher.quux.org:70/devel/bylaws/status.html

There you will see a list of decided items (those are reflected in the
July 1 draft). This list contains the things that are in the July 1
draft, and a link to discussions about each one.

You can also see a "List of items to discuss". This contains a long
list of things that we identified as potential problems. Some of these
may not be actual bylaws issues, or actual issues. We tackled the most
important ones for the July 1 suggestions.

-- John

On Wed, Dec 03, 2003 at 11:10:33AM -0600, John Goerzen wrote:
> We need to do these things:
>
> 1. Split apart our proposals into chunks that can be accepted/rejected
> separately
>
> 2. Verify that these chunks contain no interdependencies

Sounds like nobody disagrees with splitting them up by article, so we'll
just do that.

> 3. Review the proposals, and our todo lists, for additional changes that
> should be made.

We have several things on the table already:

* Suggestion from DG to add "chapter/verse" to the entire bylaws

* Amendment from DG to clarify board member position rules

* Alternative voting mechanisms

* Review of the todo list

If there is a volunteer to do the first, that would be great. In the
meantime, let's first consider David's board member amendment (David,
can you draft a more formal thing that we can vote on?), then we'll look
at the voting issue.

-- John

I'm going to make myself very unpopular now. The first thing I have
to do is apologise for coming now with comments of the nature you'll
read below. I ought to have said these things much earlier - or
rather, I ought to have paid enough attention to notice that no-one
else was saying them and that the process wouldn't address them.

I'd like to know your reaction to my views below. If you broadly
agree then I'm very willing to put in much of the necessary work. If
you don't then we can talk about it.

I've just read (most of) the current bylaws draft. I think the old
bylaws were a complete dog's breakfast, and I think many of you will
agree with me.

Skimreading the bylaws list archives, I can see that there has been
useful discussion about many of the important and difficult questions
- particularly, I'm glad to see discussion of, and concrete proposals
regarding, the big decisions. I'm also generally happy with the style
of changes that have been proposed, as far as they go.

However, I think the latest draft leaves a lot to be desired. To be
perfectly blunt, the document is still a mess - perhaps even more than
it was before ! The procedural problems may well be solved in the way
intended, but it's not clear at all from reading the text. The main
problem is that it is very badly organised, and it reads like
hacked-about boilerplate (which is what it is, of course).

I think that what is needed now is a rewrite from the ground up. Big
chunks like the purposes, and the weird legal stuff about US
charitable status, and smaller pieces, can be cut-and-pasted, but the
substance, which defines the roles and powers of the board, the
membership, etc., needs to be stated in a clear and sensible order.

While I was thinking about how to do this, and trying to read between
the lines to see what the bylaws draft currently says, I came up with
some questions:

* Why do we need an annual board meeting on a fixed date ? Is this a
legal requirement of some kind ? What exactly are those legal
requirements ?

* The new definition of meeting is certainly novel and exciting, but
it prompts some questions: aren't meetings supposed to have
minutes, and if so, what are the minutes of a potentially indefinite
email conversation ? What counts as one meeting and what as two
separate meetings ? etc.

* In general, when the bylaws state a requirement `such and such
shall', they should state what it means if the requirements are not
met. For example, it's clear what the implications of a lack of
board quorum are - any decisions apparently made by those present
aren't really authorised decisions of SPI. But, what happens if the
elections fail to be held on time ?

* What is the purpose of the offices of President and Vice President ?
Note that we have a Chairperson of the Board, who is always the same
as the President, but the two things are apparently different jobs.
Is there some special US legal status attached to the title
`Officer' ? If so, what is this special status (and who do we want
to give it to!)

* The proposed new board quorum arrangements are quite strange. Not
only are they complex, but they still leave open the possibility
that a board member who opposes a motion might do better to avoid
attending the meeting ! Why don't we just count absentees as half a
vote against, or something ?

* The section on Membership says that _all_ members have the right and
responsibility of overseeing the board, etc. This is not true.
Only contributing members are empowered.

Of course, a ground-up rewrite is going to take longer than edits to
fix the problems we mainly notice. What I'd suggest is that, as
we're going to try to split the changes up into chunks, we identify
which chunks are urgent.

The other chunks we can apply later as part of a restructuring.

Thanks,
Ian.

On Tue, Dec 16, 2003 at 09:57:37PM +0000, Ian Jackson wrote:
> I think that what is needed now is a rewrite from the ground up. Big

I think that idea has some merit. However, I am concerned that such
drastic changes would have a tough time mustering enough consensus to
pass a vote. People will find their pet issue that is different in some
way in the new bylaws, and vote no, despite the mountain of good that
they accomplish.

I think, therefore, that it is best to advance minimal, critical, and
popular changes first. Let's get the immediate problems fixed, then fix
the rest. That way, we get these important fixes accomplished faster,
and we do not risk losing them as part of a less-popular massive rewrite

> * Why do we need an annual board meeting on a fixed date ? Is this a
> legal requirement of some kind ? What exactly are those legal
> requirements ?

I do not know the answer to that question. It could be that the US
Charitable stuff is also a legal requirement.

> * The new definition of meeting is certainly novel and exciting, but
> it prompts some questions: aren't meetings supposed to have
> minutes, and if so, what are the minutes of a potentially indefinite
> email conversation ? What counts as one meeting and what as two
> separate meetings ? etc.

The bylaws mentions that minutes are to be approved but does not detail
how. Minutes very definately should exist, and I view it as a
deficiency that they do not for e-mail voting as it currently stands. I
don't much care if there are many minutes, one for each issue, or if
issues that were discussed since the last "in person" meeting are
grouped together.

> * In general, when the bylaws state a requirement `such and such
> shall', they should state what it means if the requirements are not
> met. For example, it's clear what the implications of a lack of
> board quorum are - any decisions apparently made by those present
> aren't really authorised decisions of SPI. But, what happens if the
> elections fail to be held on time ?

I believe that many of these are not normally present in bylaws, but
given our history, this is a good point.

> * What is the purpose of the offices of President and Vice President ?
> Note that we have a Chairperson of the Board, who is always the same
> as the President, but the two things are apparently different jobs.
> Is there some special US legal status attached to the title
> `Officer' ? If so, what is this special status (and who do we want
> to give it to!)

I'm not sure as to the legal status. My guess is that officers are
legally responsible for certain corporate actions.

The Chairperson of the Board is simply the person that runs meetings.
The President's role goes farther than that (see Article 8, paragraph
2), and includes presenting annual reports, appointing committees,
oversight, and ability to spend SPI's money. The Chairperson, if
separate from the President, would only moderate the meetings and would
have none of these other duties. So I think that the President is
useful.

The Vice President is, in our bylaws, a regular board member with the
special property that if the president is away or unavailable, the VP
stands in. It is a very useful thing to have, as we have seen when Ean
was VP.

> * The proposed new board quorum arrangements are quite strange. Not
> only are they complex, but they still leave open the possibility
> that a board member who opposes a motion might do better to avoid
> attending the meeting ! Why don't we just count absentees as half a
> vote against, or something ?

That is an excellent point. David, do you have any input here?

> * The section on Membership says that _all_ members have the right and
> responsibility of overseeing the board, etc. This is not true.
> Only contributing members are empowered.

I couldn't find the specific text you're referring to; where was it?

> Of course, a ground-up rewrite is going to take longer than edits to
> fix the problems we mainly notice. What I'd suggest is that, as
> we're going to try to split the changes up into chunks, we identify
> which chunks are urgent.

I believe the general consensus is that "all chunks we have proposed are
urgent".

> The other chunks we can apply later as part of a restructuring.

Yes, that makes sense.

-- John

John Goerzen writes ("Re: Next steps"):
> On Tue, Dec 16, 2003 at 09:57:37PM +0000, Ian Jackson wrote:
> > I think that what is needed now is a rewrite from the ground up. Big
>
> I think that idea has some merit. However, I am concerned that such
> drastic changes would have a tough time mustering enough consensus to
> pass a vote. People will find their pet issue that is different in some
> way in the new bylaws, and vote no, despite the mountain of good that
> they accomplish.

Yes. I had this with the DFSG when I tried to reform them. People
didn't object to better codification, but making the situation clear
meant that all the people who currently thought it said what they
wanted became upset ...

> I think, therefore, that it is best to advance minimal, critical, and
> popular changes first. Let's get the immediate problems fixed, then fix
> the rest. That way, we get these important fixes accomplished faster,
> and we do not risk losing them as part of a less-popular massive rewrite

Absolutely.

> I'm not sure as to the legal status. My guess is that officers are
> legally responsible for certain corporate actions.

My point is that I think we need to know the answers to these kinds of
questions - particularly the questions about US law - if we're going
to have bylaws that make sense.

Perhaps I should rephrase the questions and ask Chris Rourk.

> > * The section on Membership says that _all_ members have the right and
> > responsibility of overseeing the board, etc. This is not true.
> > Only contributing members are empowered.
>
> I couldn't find the specific text you're referring to; where was it?

ARTICLE THREE - MEMBERSHIP

Membership in this organization shall be open to all who meet the
approval of the membership committee. Members have the right and
responsibility of overseeing the board members, officers, and
committees and ensuring that they operate in accordance with the
goals and principles of the organization. All board members,
officers, and committees are ultimately responsible to the
membership, and should act in accordance with its wishes.

Note the sentence `Members have the right ...'.

> I believe the general consensus is that "all chunks we have proposed are
> urgent".

I'll try to look at them in more detail and produce a list of detailed
comments.

Ian.