Proposed SPI Bylaws Amendment

[John Goerzen]

On Tue, Dec 10, 2002 at 08:32:53PM -0500, Jimmy Kaplowitz wrote:
> > responsibility of overseeing the board members"), but making it explicit
> > could get to your goal.
> 
> Hmm, I didn't notice that ... it's possible we could even make a
> separate proposal to remove certain board members immediately upon
> passage. However, it could easily be argued that the way in which
> members oversee board members is by electing different people every year
> in July (who knows when that will start happening...).

It was unclear from the bylaws alone, to me, whether the membership or the
existing board does that voting.  Might be well to clear that up as well.

I think it would be good to add the ability for the membership to recall a
board member at any time by a supermajority vote.  This goes along well with
both the letter and the spirit of the bylaws as they exist today.  It will
serve to hold board members accountable (better than reducing the quorum
would) to the membership (to whom they are supposed to be accountable
anyway).  It will also give the membership a genuine stake in the outcome --
if people are fed up about something, they can do something about it.  And
likewise, if apathy infects the membership, there is nobody but themselves
to blame.  I think it could make a good way to get SPI off on better
footing.

> There is already some nebulous talk in the bylaws about removal
> hearings, that isn't really very well spelled out. We could possibly

I think that could remain; as I recall, that is a procedure for the board to
remove one of their own members.  I think it's fine that it's not heavily
spelled out in the bylaws -- there are things that don't have to be.

> make a proposal to specify how those would work ... that probably
> shouldn't be in this proposal now, because it could probably be done
> without amending the bylaws, therefore requiring many, many fewer votes
> to pass. (It could be as few as 41.)

I believe that the existing removal procedure would require quorum of the
board, so such an amendment probably wouldn't have any effect on the current
problems.

> > Please note that the mentioning of these options above does not necessarily
> > constitute endorsement of them.
> 
> What option do you endorse, then?

I would support a well-written resolution empowering a supermajority of
contributing members to issue a recall of any board members or officers at
any time.  If there is support for such an idea, I am willing to draft that,
or I would second a suitable proposal from someone else.

I want to do some more research on the history, bylaws, and resolutions of
SPI before taking a public position on the others.

> quarterly when they are happening monthly, and the basis in the bylaws
> for the email voting mechanism needs to be solidified. That is the
> proper fix, and it's too much to do right now.

I don't think even that those things will address the immediate problem, but
in any case, that's immaterial, since as you say, it is too much to do right
now.

> And how is SPI's existence controversial within the OSS/FS community?

There was, as I recall, quite a debate about its creation.  (Does Debian
really need an organization to do these things?  Should SPI really be a US
corporation?  etc)  Things like supporting GNOME instead of KDE have been
controversial as well.  That doesn't mean that these were the wrong things
to do.  I'm just saying that the notion that "x is controversial; therefore,
we should not do x" is not, in my opinion, a very good mantra for an
organization such as this.

> It's certainly providing a needed service (legal umbrella status), and
> when it's back on its feet there are lots of other things it can be
> doing as well.

I wholeheartedly agree, though I'm not sure how good a job it's doing just
now.

-- John