SPI Bylaws Amendment - Removal by Membership

[Ean Schuessler]

On Thu, 2002-12-12 at 08:21, John Goerzen wrote:
> I would be amenable to that, though I personally don't want to draft it. 
> The recent discussion shows that there is some disagreement about just what
> constitutes a board meeting, so I'd rather have someone more familiar with
> that issue draft such an amendment.  I wonder if the threshold should be a
> little higher (last four meetings) or based on something else (half of the
> meetings in the last six months)?

I'm not necessarily against this, but I want to raise a point here. I
think that we may be going overboard with the reorganizational efforts
being proposed here. I mean, just because a car has run out of gas
doesn't mean you should redesign the car so that it can run without it.
It's much easier to get more gas and then drive the use the car as it is
intended to be used. 

If that analogy isn't clear, I'm saying that this inactivity problem is
temporary and doesn't warrant extensive and hurried redrafting of the
corporate by-laws. Primarily we just need to get the inactive board
members to volentarily resign so that quorum can be reached. This
approach is straigtforward and doesn't raise any procedural red-flags.

> I might also throw out there something to consider for such a clause: do we
> count both "absent" and "absent with regrets"?  For instance, if someone
> takes a three-month holiday out of the country for summer, and notifies the
> secretary, they could be considered absent with regrets and not really
> inactive.  On the other hand, a mostly inactive person that wishes to hold
> on to his seat could just be perpetually absent with regrets.  I'm not sure
> what the right answer to this is.

An errant board member can be dismissed "by trial" under the current
by-laws. With an active board that should probably be sufficient.

-- 
_____________________________________________________________________
Ean Schuessler                                      ean at brainfood.com
Chief Technology Officer                           214-720-0700 x 315
Brainfood, Inc.                              http://www.brainfood.com