proposed replacement bylaws

[Ian Jackson]

Bdale Garbee writes ("Re: proposed replacement bylaws"):
> Ian Jackson <ijackson at chiark.greenend.org.uk> writes:
> > Art IV s5
> >
> > There should be a power for Contributing members to remove a Director.
> 
> Seems like a good idea.  Would a simple majority of contributing members
> attending a duly-called general meeting suffice?

I think so, yes.

> > Art XI s1
> >
> > Amending the bylaws should require the consent of the Contributing
> > membership, not of the Baord.
> 
> We talked about this for a while, and the decision to allow the board to
> modify the bylaws was a conscious one.  This was certainly at least in
> part a knee-jerk reaction to the difficulty of meeting quorum
> requirements for a bylaws modification under the existing bylaws, but
> it's also true that bylaws modifications in the hands of the board is
> the more typical case in the non-profit world today... and it led us to
> be comfortable simplifying some parts of the bylaws beyond what we
> otherwise might.  Things like the number of board members being a
> constant, frequency of meetings, etc.
> 
> So, I guess there's a trade-off here.  We can have really simple bylaws
> and give the board the ability to modify them, trusting that our nearly
> complete transparency of operations and the legal context in which we
> operate provide the ability to observe and react should the board ever
> "go nuts".  I'm quite comfortable with this approach, but I recognize
> that not everyone may be.

The question is very fundamental: is this organisation governed by a
self-perpetuating board, or is it governed by the contributing
members ?

I'm aware that most US nonprofits have self-perpetuating boards.  I
find this rather odd.  (I find it rather odd when I see it done in the
UK too, but here it is far from universal.)

But SPI is supposed to be, ultimately, governed by its contributing
members.

We have here a set of bylaws that subjects the board members to
election, and (if you agree with me above) to recall by the
membership.  But with the current draft the supremacy of the
membership can be simply anulled at will by the board, simply by
amending the bylaws.

Hopefully SPI won't end up with such conflict between the membership
and the board, as (for example) the UK Labour Party between its MPs
and its individual members.  But the function of bylaws, rules, etc.,
is to regulate such conflicts and they should (as far as we can) be
functional and DTRT if such a conflict should arise.

If fixing the quorum for members' meetings is not felt to be
sufficient to make amending the bylaws easy enough, we could have a
`negative consent procedure': the board would promulate a prospective
amendment, which would become effective if not annulled within (say) 3
months by a meeting of the members.  It would probably be a good idea
to reduce the requisition threshold for such a members' meeting.

Ian.