Resolution 2004-10-16.dbg.1: Committee Framework

Resolution 2004-10-16.dbg.1: Committee Framework

1. WHEREAS, the day to day of the operations of a large organisation are
better managed by committees with Board oversight;

2. and WHEREAS, SPI's By-laws mandates the creation of some specific
committees;

3. and WHEREAS, SPI's Board may create committees as it sees fit;

4. and WHEREAS, all SPI committees must remain accountable to the Board of
Directors, and by extension to the Membership of this organisation;

5. and WHEREAS, Article 10 of the By-laws outline rules governing
committees;

The Board hereby resolves that:

6. Every committee shall report to the Board of Directors a minimum of
once per year on their work, membership, and status. The committee's
annual report shall be submitted to the Board at least one month prior to
the Annual Meeting, so as to be included in the President's Annual Report;

7. Committee membership shall be administered as follows, though a
committee charter may specify alternatives for any of these rules:

i. The Board shall assign the initial membership of the committee
ii. The membership of the committee shall select an initial chair
iii. The chair shall be responsible for all future committee membership
appointments
iv. The committee shall elect the chair annually following the Annual
Meeting
v. Any committee may dismiss any member of the committee by a majority
vote of the committee
vi. The Board may replace any member of the the committee at any time
vii. Membership in all committees shall be between four (4) and sixteen
(16) members and may be adjusted by either the Board or the committee
chair;
ix. Committees may select officers other than a chair at their
discretion;

8. The Board Secretary shall maintain an up-to-date list of all
committees, their memberships, and their charters and related resolutions
on the corporate website, and the chairs of all committees shall ensure
that the Board Secretary's list is up to date.

---
David Graham, SPI Secretary
cdlu(at)spi-inc(dot)org D5F45889

David Graham - SPI Secretary writes ("Resolution 2004-10-16.dbg.1: Committee Framework"):
> Resolution 2004-10-16.dbg.1: Committee Framework

I think this is a very fine resolution.

Do we have good suggestions for committees to form ? Are we intending
to form a committee for, broadly speaking, every area of the board's
responsibility ?

I can see, for example, that it might be useful for the board to
delegate a day-to-day finances committee to oversee the work of the
Treasurer, authorise minor non-project-related expenditures, etc.
That might allow Jimmy to get authorisation for things quicker (if
that's what he wants).

Another possibility would be an associated project liason committee
which would approve new associated projects, deal with their
representation to the main board, etc.

Between them these would take away the majority of the board's
workload; we might be able to reduce our meeting frequency. On the
other hand, probably many of the same people would end up on those
committees as are on the board, in which case it might just cause
extra formalities for no extra load-sharing.

Ian.

David Graham - SPI Secretary wrote:
> 6. Every committee shall report to the Board of Directors a minimum of
> once per year on their work, membership, and status. The committee's
> annual report shall be submitted to the Board at least one month prior to
> the Annual Meeting, so as to be included in the President's Annual Report;

Fine, except that one year is a long time within the Free Software world.

Please make this twice or thrice a year.

Regards,

Joey

--
Those who don't understand Unix are condemned to reinvent it, poorly.

Ian Jackson wrote:
> David Graham - SPI Secretary writes ("Resolution 2004-10-16.dbg.1: Committee Framework"):
> > Resolution 2004-10-16.dbg.1: Committee Framework
>
> I think this is a very fine resolution.
>
> Do we have good suggestions for committees to form ? Are we intending
> to form a committee for, broadly speaking, every area of the board's
> responsibility ?

There's the effort to become an official UN NGO, that'd be a good
candidate for a new committee.

I would also like to suggest to form committees whenever it is useful.
That's a bit fuzzy but so is reality.

Having a committee for each and everything will make us end up
juggling hundreds of committees consisting of the same people.

> I can see, for example, that it might be useful for the board to
> delegate a day-to-day finances committee to oversee the work of the
> Treasurer, authorise minor non-project-related expenditures, etc.
> That might allow Jimmy to get authorisation for things quicker (if
> that's what he wants).

I'd first like to hear from our two treasurers if the work is too
much for them and a committee would help them.

> Another possibility would be an associated project liason committee
> which would approve new associated projects, deal with their
> representation to the main board, etc.

s/approve/prepare/ ok.

They have to be approved by the board. A preprocessor should collect
everything and discuss the major issues with the project first, though.

Regards,

Joey

--
Those who don't understand Unix are condemned to reinvent it, poorly.

On Sun, Oct 17, 2004 at 09:16:21AM +0200, Martin Schulze wrote:
> > David Graham - SPI Secretary writes ("Resolution 2004-10-16.dbg.1: Committee Framework"):
> > I can see, for example, that it might be useful for the board to
> > delegate a day-to-day finances committee to oversee the work of the
> > Treasurer, authorise minor non-project-related expenditures, etc.
> > That might allow Jimmy to get authorisation for things quicker (if
> > that's what he wants).
>
> I'd first like to hear from our two treasurers if the work is too
> much for them and a committee would help them.

I don't think a committee would be useful in the sense of sharing the
load. We currently don't have an overwhelming amount of work (unless
Branden disagrees). The main thing on our todo list is to apply for an
account at FirstIB, which specifically requires coordination between
John, David, Branden, and me, and which couldn't simply be done by any
arbitrary committee.

However, if the idea was to have a committee that could
approve small treasurer-related expenditures more quickly than the full
board can, then I can see that it might be useful. If the $50/month
budget is retained (note the reduction from the current $100/month), it
would only be needed for medium-sized expenses and small expenses in a
month where other expenses maxed out the $40 budget. In other words,
it's certainly a reasonable idea in any case, but only really essential
if I don't retain a meaningful budget.

BTW, our President already has the bylaws-given authority to appoint
committees, so I don't know why we always bother with full resolutions
for them. Or does that only extend to choosing the membership instead
of the entire committee charter?

In this message I am speaking only for myself as Treasurer, not for
Branden as Deputy Treasurer.

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

Jimmy Kaplowitz wrote:
> BTW, our President already has the bylaws-given authority to appoint
> committees, so I don't know why we always bother with full resolutions
> for them. Or does that only extend to choosing the membership instead
> of the entire committee charter?

Even though it may not be required, I believe that it's good to
form committees through full resolutions, if only to demonstrate
the backing by the board.

Regards,

Joey

--
Those who don't understand Unix are condemned to reinvent it, poorly.

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

On Sun, 17 Oct 2004, Martin Schulze wrote:
> Fine, except that one year is a long time within the Free Software
> world.
>
> Please make this twice or thrice a year.

The resolution establishes a once-per-year minimum, not a fixed number.
Individual charters can require more than that, but some committees may
simply have no reason to report more than that. The committee chair's
interaction with the secretary may in many cases be sufficient.

On Sat, 16 Oct 2004, Ian Jackson wrote:
> > Resolution 2004-10-16.dbg.1: Committee Framework
> Do we have good suggestions for committees to form ? Are we intending
> to form a committee for, broadly speaking, every area of the board's
> responsibility ?

My mission with this resolution is not to create a huge volume of new
committees or contemplate which ones to create. For starters, my intention
is to clean up and homogenise the charters of the committees we already
have.

It's frustrating to me that we have several committees on the books, but
the membership and work of some of these committees are complete
mysteries.

If there are more committees to be added in the future, which I am sure
there will be, we can add them at that time.

> Another possibility would be an associated project liason committee
> which would approve new associated projects, deal with their
> representation to the main board, etc.

s/approve/prepare and make recommendations to the board about/. That could
be a useful committee, assuming we have volunteers to sit on it.

At the moment, we have six committees on file that I'm aware of. They are
all listed at:

http://www.spi-inc.org/secretary/committees/

I would like to know what all six committees are up to and who is on all
six of those committees, two of which appear to be completely defunct.

---
David Graham, SPI Secretary
cdlu(at)spi-inc(dot)org D5F45889

On Sun, 17 Oct 2004, Jimmy Kaplowitz wrote:
> I don't think a committee would be useful in the sense of sharing the
> load. We currently don't have an overwhelming amount of work (unless
> Branden disagrees). The main thing on our todo list is to apply for an
> account at FirstIB, which specifically requires coordination between
> John, David, Branden, and me, and which couldn't simply be done by any
> arbitrary committee.

Though an oversight committee may not be completely unreasonable even if a
treasury committee is overkill. An over-all oversight committee
responsible for watching over the entire board in some manner may be
appropriate.

> However, if the idea was to have a committee that could approve small
> treasurer-related expenditures more quickly than the full board can,
> then I can see that it might be useful. If the $50/month budget is
> retained (note the reduction from the current $100/month), it would only
> be needed for medium-sized expenses and small expenses in a month where
> other expenses maxed out the $40 budget. In other words, it's certainly
> a reasonable idea in any case, but only really essential if I don't
> retain a meaningful budget.

Could you draft a resolution to renew your funding?

I think the following would be appropriate in it:

1. The Treasurer's $100/month budget stands at that amount.
2. Unused portions of the $100/month do not carry over to the next month,
however reimbursements apply to the month they were initially spent, not
refunded.
3. There is no requirement that the $100/month be spent.
4. Every cent is accounted for back to the board.
5. It must be renewed annually at the annual meeting.

This allows the treasurer to spend more, if needed, including the hiring
of a bookkeeper without any further approval from the board, within the
restrictions of $100 per month.

If you don't spend the $100 a month, ten years from now you won't be
sitting on a $12000 pile of cash and decide the Treasurer really needs an
official vehicle.

Limiting it to $50 a month as you are proposing, which may make sense now,
could curtail your ability to add proper mail forwarding or hiring a
bookkeeper in the future. I would rather you had a $100 budget now and
spent $30 than have a $50 budget and find that you actually need to spend
$52.50 one month and have to provide a supplemental resolution for the
extra money.

> BTW, our President already has the bylaws-given authority to appoint
> committees, so I don't know why we always bother with full resolutions
> for them. Or does that only extend to choosing the membership instead
> of the entire committee charter?

On this, I agree with Joey. The President may strike any committee he
wishes, but for the board to do it as a whole provides for 1) the
committee operates on the knowledge that it has the backing of the board
and 2) the charter can go through proper vetting by requiring a vote.

---
David Graham, SPI Secretary
cdlu(at)spi-inc(dot)org D5F45889

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I would just like to add to this discussion. For an organization like
SPI which is supposedly acting in the public interest and moving
forward with such an important thing as the Free Software Movement, the
structure of the organization is very hierarchical and antiquated. I
think that a lot could be done to make this organization more
democratic, more participatory and more egalitarian.

There are plenty of examples of other social movements which operate on
consensus, in an effort to prefigure the world we want to see. The
entire structure of a president, a vice-president and committee chairs
seems very much like a cathedral to me, not like a bazaar, and seems
very much at odds with the ideals of the free software community, i.e.
that anyone should be able to participate in the construction and
deconstruction of the ideas and structures that affect our lives.

If you're all scratching your heads wondering why more people don't
participate in SPI, I would like to offer the suggestion that maybe its
because the structures and bureaucracy in place prevent most people
from participating in a meaningful way until they've spent the time
learning how to work within them while spending less time writing
software.

With regard to this resolution, I have a few specific questions. It
would seem to me that although a 501c3 must have a specific board
structure, our committee structure is totally up to us.

On Oct 16, 2004, at 11:23 AM, David Graham - SPI Secretary wrote:

> 7. Committee membership shall be administered as follows, though a
> committee charter may specify alternatives for any of these rules:
>
> i. The Board shall assign the initial membership of the committee
> ii. The membership of the committee shall select an initial chair

Why have a chair and not a liaison? Does the chair have some kind of
decision making power over the rest of the committee? Wouldn't a
structure with a rotating liaison and consensus based committees be
more egalitarian and democratic?

> iii. The chair shall be responsible for all future committee
> membership
> appointments

So the chair decides who can/cannot be in the committee?

> iv. The committee shall elect the chair annually following the Annual
> Meeting

How will this "chair" be elected?

> v. Any committee may dismiss any member of the committee by a
> majority
> vote of the committee
> vi. The Board may replace any member of the the committee at any time
> vii. Membership in all committees shall be between four (4) and
> sixteen
> (16) members and may be adjusted by either the Board or the
> committee
> chair;
> ix. Committees may select officers other than a chair at their
> discretion;

I think that the challenge set before SPI is to provide a dynamic,
participatory organization that is representative of the free software
movement because it allows them to take part in the decision making
process, not because it is run by benevolent rulers who have the free
software movements best interests at heart. Given our incredible
technical prowess, I'm sure we can make that happen.

As this movement becomes more important and more central to all of our
lives, its structure will become increasingly important, and if that
structure is not set up in a participatory and egalitarian way, we may
just find representatives sitting at the top of these hierarchies
instead of ourselves, and our mistake will be painfully evident.

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On Sat, Oct 16, 2004 at 11:21:19PM +0100, Ian Jackson wrote:
> David Graham - SPI Secretary writes ("Resolution 2004-10-16.dbg.1: Committee Framework"):
> > Resolution 2004-10-16.dbg.1: Committee Framework
>
> I think this is a very fine resolution.

I agree completely. I believe we should adopt it regardless of
whether or not we add committees.

We have several problems right now:

1. We don't presently know exactly what the members and chair are of
every committee; [*]

2. Committees can be left in limbo if members disappear or wish to
resign. For instance, I want to resign from the Bylaws committee,
but can't really, since my name is written into the charter and
no mechanism for selecting the next chair is named (so it would
require Board action to keep the committee afloat) Charters for
different committees have handled this in different ways, creating
a confusing and complex situation for both the board and
committees.

3. We -- the board and membership of SPI -- don't really know what
some committees have done. [*]

[*] The best information I have on these matters was in the 2004
annual report I prepared in August, which can be found at
http://www.spi-inc.org/~jgoerzen/ar2004/. I have membership lists for
only the membership and bylaws committees. I had no membership lists
for the project, open source, trademark, or administration committees
available.

> Do we have good suggestions for committees to form ? Are we intending
> to form a committee for, broadly speaking, every area of the board's
> responsibility ?

While we're on the topic, the administration committee has no charter
that I could find, which technically means we're in violation of
Article 10 of our own bylaws and have been since the current bylaws
were adopted 5 years ago. I think that, after we pass this
resolution, we ought to examine the charters for all our committees
and update them as necessary to be as consistent and uniform as
possible. And we need to properly charter the administration
committee to start with.

Also, per Article 10, all charters are to be put before the membership
for review and discussion prior to a board vote. So I am pleased we
are doing that with this discussion.

-- John

On Sun, Oct 17, 2004 at 03:28:25AM -0400, Jimmy Kaplowitz wrote:
> BTW, our President already has the bylaws-given authority to appoint
> committees, so I don't know why we always bother with full resolutions
> for them. Or does that only extend to choosing the membership instead
> of the entire committee charter?

According to my read of Article 10, committees may only be formed by
the board after a discussion/review period among the membership. The
charter is also supposed to define the "membership structure" of the
committee.

Yet, on checking on this now, I see that you are right that article
eight gives the president the ability to "appoint all committees". I
don't really know what that means, given the language in Article 10.
Perhaps that means that the Board is supposed to charter the committee
and the President is to appoint people to it?

If so, that's another thing we haven't been doing quite right. Sigh.

If so, I would be happy to delegate that responsibility to the
committees themselves as contemplated in David's resolution.

-- John

On Sunday 17 October 2004 01:22 pm, mbc wrote:
> I would just like to add to this discussion. For an organization like
> SPI which is supposedly acting in the public interest and moving
> forward with such an important thing as the Free Software Movement,
> the structure of the organization is very hierarchical and
> antiquated. I think that a lot could be done to make this
> organization more democratic, more participatory and more
> egalitarian.

Thank you for your input. I think your goals are very much in line with
mine, and I agree that we aren't where we should be yet.

Having said that, let me dive into this a little bit.

First of all, my understanding is that the basic notion of a board of
directors and officers is something that is mandated by law and we
cannot change, even if we wanted to. There are also other matters,
such as how the officers of the corporation are chosen, that are
defined by our corporate bylaws. As a matter of law, those bylaws are
binding upon us. However, the membership (and only the membership, not
the board) has the ability to amend the bylaws to make changes within
the boundaries of the law governing non-profits. There's a link to our
bylaws from www.spi-inc.org.

So, there are some things that we can't change, and there are some
things that we can if we do so with care and the membership approves.

We have been aware of deficiencies in our bylaws for some time. In
fact, there is a bylaws committee right now that is looking into those
issues. One of the many things they're looking into is a direct
election of each officer position by the SPI contributing membership.
The best way to get involved with the bylaws committee is to join the
spi-bylaws list at lists.spi-inc.org, which I would encourage you to
do. Additionally, the 2004 SPI Annual Report contains a summary of the
activities of the bylaws committee. This summary would probably be
helpful to you as you learn about ground that has already been covered.
That annual report is available at
http://www.spi-inc.org/~jgoerzen/ar2004/.

On to things we can address more easily...

First, many of us have been working to make SPI more transparent to the
membership and public. I am trying to hold as many discussions as we
can in public places, and our board meetings are already public. We
have public mailing lists, and as far as I know, all board members read
them and most participate in them. Anybody can post messages to the
board or any officers.

We do not prohibit members of the public -- whether SPI members or not
-- from commenting on issues before SPI and advancing ideas for solving
them. You are quite correct that we are still "working" on it -- that
is, we're not there yet. People like David Graham (SPI secretary) have
been, in my opinion, making a huge difference by doing research to find
minutes and resolutions that were never posted on our website,
documenting our procedures, and maintaining our current status online.
This effort predates both David and me, too; others have devoted a lot
of time and energy to organizing our finances, developing voting
systems, etc.

With regard specifically to committees, I think that they may be more
egalatarian than they appear on paper. As far as I can remember (and
my involvement with SPI does not date back all the way to its
founding), no member who has asked to join a committee has ever been
refused. In fact, the usual way of forming a committee -- and we did
this with the bylaws committee -- is to ask for volunteers and put them
on it.

The chair of the committee is probably more what you're thinking of,
too. In my experience as chair of the bylaws committee, most of my
"chair duties" involved keeping us organized (we had a large volume of
material to process) and writing up our results. Committee members had
input on both of those, and wherever possible (and this was almost
always), unanimous consent was sought.

Now, having said that, I think there is merit to your voting suggestion.
I think that, in our present situation, where we are likely to have
more committee openings than volunteers as we discuss possibly forming
new committees, it will not be very useful. However, if we get to a
point where we have more volunteers than openings, then we should
certainly revisit the point. I guess what I'm saying is that it
doesn't pay to design an election when the results of it are known
before it even starts because there aren't enough candidates to
actually provide a choice :-)

Thanks again for the input, and please don't hesitate to send more
thoughts our way again.

-- John

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On Oct 18, 2004, at 10:11 AM, John Goerzen wrote:

> On Sunday 17 October 2004 01:22 pm, mbc wrote:
>> I would just like to add to this discussion. For an organization like
>> SPI which is supposedly acting in the public interest and moving
>> forward with such an important thing as the Free Software Movement,
>> the structure of the organization is very hierarchical and
>> antiquated. I think that a lot could be done to make this
>> organization more democratic, more participatory and more
>> egalitarian.
>
> Thank you for your input. I think your goals are very much in line
> with
> mine, and I agree that we aren't where we should be yet.
>
> Having said that, let me dive into this a little bit.

Thanks alot for the clear and detailed repsonse. I hope I didn't come
off as too aggressive.
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On Sun, Oct 17, 2004 at 03:28:25AM -0400, Jimmy Kaplowitz wrote:
> On Sun, Oct 17, 2004 at 09:16:21AM +0200, Martin Schulze wrote:
> > > David Graham - SPI Secretary writes ("Resolution 2004-10-16.dbg.1: Committee Framework"):
> > > I can see, for example, that it might be useful for the board to
> > > delegate a day-to-day finances committee to oversee the work of the
> > > Treasurer, authorise minor non-project-related expenditures, etc.
> > > That might allow Jimmy to get authorisation for things quicker (if
> > > that's what he wants).
> >
> > I'd first like to hear from our two treasurers if the work is too
> > much for them and a committee would help them.
>
> I don't think a committee would be useful in the sense of sharing the
> load. We currently don't have an overwhelming amount of work (unless
> Branden disagrees). The main thing on our todo list is to apply for an
> account at FirstIB, which specifically requires coordination between
> John, David, Branden, and me, and which couldn't simply be done by any
> arbitrary committee.
>
> However, if the idea was to have a committee that could
> approve small treasurer-related expenditures more quickly than the full
> board can, then I can see that it might be useful. If the $50/month
> budget is retained (note the reduction from the current $100/month), it
> would only be needed for medium-sized expenses and small expenses in a
> month where other expenses maxed out the $40 budget. In other words,
> it's certainly a reasonable idea in any case, but only really essential
> if I don't retain a meaningful budget.
[...]
> In this message I am speaking only for myself as Treasurer, not for
> Branden as Deputy Treasurer.

It looks like Jimmy's views reflect my own.

I don't object to a finances committee being appointed if that is the will
of the membership, given the pretty awful track record of our Treasurers
(the sitting officer excluded), but I don't actually believe having one
will help Jimmy and I get things done to an appreciable extent -- unless,
as he said, his budgetary authority is withdrawn entirely.

And I don't think cancelling the budget is a good idea.

--
G. Branden Robinson, Deputy Treasurer
Software in the Public Interest, Inc.
branden(at)deadbeast(dot)net
http://www.spi-inc.org/

On Sun, Oct 17, 2004 at 01:37:42PM -0400, David Graham - SPI Secretary wrote:
> Could you draft a resolution to renew your funding?
>
> I think the following would be appropriate in it:
>
> 1. The Treasurer's $100/month budget stands at that amount.
> 2. Unused portions of the $100/month do not carry over to the next month,
> however reimbursements apply to the month they were initially spent, not
> refunded.
> 3. There is no requirement that the $100/month be spent.
> 4. Every cent is accounted for back to the board.
> 5. It must be renewed annually at the annual meeting.

This sounds quite reasonable to me.

--
G. Branden Robinson, Deputy Treasurer
Software in the Public Interest, Inc.
branden(at)deadbeast(dot)net
http://www.spi-inc.org/

On Tue, Oct 19, 2004 at 11:35:46PM -0700, mbc wrote:
> Thanks alot for the clear and detailed repsonse. I hope I didn't come
> off as too aggressive.

If you can find a way to organize a corporation around anarcho-syndicalist
principles and it still be legal under U.S. law, knock yourself out.

I, for one, suspect you have miscalculated the locations of captialism's
defensive earthworks.

--
G. Branden Robinson, Deputy Treasurer
Software in the Public Interest, Inc.
branden(at)deadbeast(dot)net
http://www.spi-inc.org/

Branden Robinson writes:
> If you can find a way to organize a corporation around
> anarcho-syndicalist principles and it still be legal under U.S. law,
> knock yourself out.

That pretty much describes many cooperatives (though certainly not the one
I belong to).
--
John Hasler

On Mon, Oct 25, 2004 at 02:57:07PM -0500, John Hasler wrote:
> Branden Robinson writes:
> > If you can find a way to organize a corporation around
> > anarcho-syndicalist principles and it still be legal under U.S. law,
> > knock yourself out.
>
> That pretty much describes many cooperatives (though certainly not the one
> I belong to).

Sure, but SPI is pretty far from a cooperative in the conventional sense.
We don't have a scarce product to buy, sell, or trade.

--
G. Branden Robinson, Deputy Treasurer
Software in the Public Interest, Inc.
branden(at)deadbeast(dot)net
http://www.spi-inc.org/