proposed replacement bylaws

[David Graham]

On Tue, Jul 5, 2016 at 4:35 PM, Joshua D. Drake <jd at commandprompt.com>
wrote:
> On 07/04/2016 08:52 AM, David Graham wrote:
>> *Article 3, Section 8: Quorum
>> *
>> "Members entitled to cast a majority of the total number of votes
>> entitled to be cast thereat shall constitute a quorum at a meeting of
>> members for the transaction of any business. "
>>
>> I don't like this phrasing; it is too convoluted. If the intent is to
>> say that a Quorum is achieved when a majority of voters is present, then
>> it should say that. But no member is entitled to cast a majority of
>> votes, so looking for several members who are each entitled to cast a
>> majority of votes as is implied is liable to cause future disagreements.
>
> IIRC: This just means:
>
> Those members that show up and can (contributing members) vote equates to
quorum.

The fact that we are already getting multiple interpretations of what this
means is why I am flagging this as a problem. If the consensus is that this
is fine, so be it, but my gut says there will be an argument over what this
means down the road at some critical juncture.

>> *Article 3, Section 9: Voting
>> *
>> This should be a touch more specific. It currently reads: "All issues to
>> be voted on shall be decided by a simple majority of those present at
>> the meeting in which the vote takes place." but should read "All issues
>> to be voted on shall be decided by a simple majority of [-those-
>> +contributing members+] present at the meeting in which the vote takes
>> place."
>
>
> We already define the types of members who can and can not vote in
Article 3, Section 3.

Sure, but here it says "majority of those present", it does not specify
members, contributing members, voting members, or anything like that. It is
easy to argue that anyone off the street can vote in that circumstance
because of the phrasing. I think it is worth fixing.

>> *Article 3: Section 8 and 9* together need to be more specific about the
>> type of meeting at which these rules apply. It is clear, but implicit,
>> that it is at a membership and not at a board meeting, but that should
>> be explicit.
>
>
> This is explicit through the Article 3, (membership).

I'm not sure. It is implicit because we are talking about membership, but
it never states that it is a membership meeting or an AGM.

>> *Article 4, Section 1, sub 2:
>> *
>> Suggest minor edit:
>> "Select all Officers for the organization and approve the members of any
>> standing [+or special+] committee appointed by the President"
>
>
> The adding of the word special is redundant. What is the idea behind it?

A standing committee is a permanent committee. A special committee is an ad
hoc or temporary committee. Simply dropping the word "standing" would
suffice for clarity.

>>
>> *Article 4, Section 2: Number
>> *
>> This specifies the board at exactly 9 members, while current rules
>> permit between 8 and 12 members and we stick to 9 by convention and
>> because achieving our arcane quorum requirements is easier with a number
>> divisible by 3. Do we wish to remove the flexibility we have in the size
>> of the board? Philosophical question to be decided, but my suggestion
>> would be to leave it a little bit more flexible.
>
>
> I believe the idea is that it could be changed by the board so it wasn't
necessary to deal with.

This ties into my later objections to the board being able to unilaterally
change the bylaws, something I find unacceptable.

>>
>> *Article 4, Section 3: Election and Term of Office
>> *
>> Suggest some changes here to make a smoother transition:
>>
>> "Directors are elected by [-the plurality of-] a vote of Contributing
>> members [+in a manner described by Board resolution and accepted by the
>> Membership; no such system may change once a voting process is under
>> way+]. The Directors shall hold office for 3 year terms[+.+] [-The
>> initial Directors shall be divided into three (3) equal groups,
>> one-third (1/3) of them to serve for an initial term of one (1) year,
>> one-third (1/3) to serve for an initial term of two (2) years, and
>> one-third (1/3) to serve for an initial term of three (3) years.-] [+The
>> Board shall, whenever possible, be divided into three (3) equal groups,
>> in order for one-third (1/3) of the Board to be up for election at each
>> annual election cycle. Board seats not vacant at the time of the
>> adoption of these bylaws shall be counted from the time at which they
>> were actually filled. The Board is responsible for ensuring that
>> one-third annual parity is achieved.+]
>
>
> I am not seeing value in the added wording. What is the problem we are
trying to solve with it?

This addresses the fact that Board members are already established on
3-year terms and may not align nicely with this, and that people may step
down or otherwise force a new election earlier than 3 years for a seat
knocking the whole thing out of sync. It the Board merely has to do its
best to keep a 3-3-3 pattern, having a 3-4-2 pattern or something from time
to time won't (and shouldn't) be a big deal. It's overly prescriptive.

>>
>> *Article 4, Section 4: Qualification for directors
>> *
>> This changes our practices. Current practice is that you are a
>> contributing member by virtue of being elected to the board. These new
>> bylaws require you to already be a contributing member to serve on the
>> board. It is important to decide which way we want to do this; my take
>> is anyone who can seek and win an election to be a Board member should
>> be eligible to be so, whether or not they were a contributing member at
>> the start, but more to the point leaving the power of deciding who is a
>> contributing member in the Board's hands could result in a Board
>> disqualifying someone's membership in order to disqualify their board
>> nomination, which at the very least must be expressly forbidden.
>
>
> I think changing it to the new way is fine but I am also not opposed to
the way we do it now.

I think the change is fine but that perhaps it should explicitly say that
no candidate's membership may be revoked once their intent to seek a seat
has been declared. We may all be happy today but bylaws exist to pass
difficult times, not good times.

>>
>> *Article 4, Section 5: Removal
>> *
>> IMO this should also require notice to the contributing membership, not
>> only the Board.
>
>
> In spirit I agree with you but then we get into this idea of what is
notification? Do we email the list? Do we email each individual member?
Does it end up as a -announce or on the website?

I envision all notifications to membership as being to -announce; that
could be done as a definition. (eg: For greater certainty, a message
distributed to the spi-announce mailing list or its successor is
considered, for the purposes of these by-laws, to be a notification to all
contributing members.)

>>
>> *Article 4, section 7: *vacancies, subclause b contradicts Article 4,
>> section 2 (as noted earlier)
>> "(b) an increase in the authorized number of Directors by resolution of
>> the Board; or"
>
>
> Not conflicts, is dependent on. We have to have 9, if we increase that to
13 the resolutions and votes that will have to reflect that.

It's a conflict. The board is set at 9 members in the by-laws, therefore a
board resolution is insufficient to change that number without changing the
bylaws themselves, which makes this clause superfluous *and* conflicts with
my oft-stated objection to permitting the board to change the bylaws
unilaterally.

>>
>> *Article 4, Section 8: Meetings:
>> *
>> Meetings of the Board may be held at any place as the Board may from
>> time to time fix. ((The annual meeting of the Board shall be held at a
>> date, time and place fixed by the Board. -- should the Annual Meeting
>> not be an Annual General Meeting of the Membership rather than of the
>> board?)) [+The Board must meet a minimum of four times per calendar
>> year.+]
>
>
> I do not see a benefit in adding that the board needs to meet four times
per calendar year. Obviously it is good to meet but forcing meetings of the
board doesn't really help anything. We are supposed to meet at least once
per year no matter what (by law).

Fair enough; minimum of once per year is fine with me. My concern here is
that the way the by-laws are written now, the Annual General Meeting and
the Annual Board Meeting seem to be conflated. They are different things
and must clearly be so, even if they take place at the same time or in
immediate succession.

> *Article 4, Section 9: Notice of meetings*
>>
>> I would suggest that we retain the practice of informing the
>> contributing membership of board meetings and do so in the by-laws. I
>> would therefore suggest the following paragraph be added:
>>
>> Contributing members must be offered a practical means to be informed of
>> the date, time, and location of a Board meeting at the same time as the
>> Members of the Board. Any contributing member may attend any Board
>> meeting without participating unless the Board, by unanimous consent of
>> all Board members present, decides that, for a stated reason, a meeting
>> or a portion of a meeting must be held in camera. The names of all Board
>> and contributing members present shall be recorded in the minutes of the
>> meeting.
>
>
> If we are going to add something like this, let's just keep it simple:
>
> Contributing members shall be notified of meetings via email to the
contributing members email list.

Or per definition of notification as above.

>>
>> *Article 4, Section 10: Quorum
>> *
>> Note that quorum is currently at 2/3 of board members and this changes
>> it to 1/2+1. That's a philosophical question that we need to decide.
>
>
> Actually, it is a practical question. 2/3rds can be hard to reach, not
nearly as difficult as 1/2+1. We have shown through the years that it is
consistently (even if we are much better at it now) to meet 2/3rds.

Fine with me, just flagging it so people are aware of the substantive
change in practice.

>> *Article 4, Section 13 *introduces the concept of "Independent
>> Directors" without defining them.
>
>
> I think this means the Directors that are not receiving the compensation
but I agree, clarification would be nice.

Anyone want to clarify? :)

>> *Article 5, Section 2: Election and Term of Office
>> *
>> "The Officers of the organization shall be elected for a one year term
>> at [+the first Board meeting following the Annual General Meeting of the
>> membership+] [-the annual meeting of the Board-], and each shall
>> continue in office until his or her successor shall have been elected
>> and qualified, or until his or her death, resignation or removal."
>
>
> What is the problem we are solving by waiting an extra month?

Nothing says it has to be an extra month (though it can be). The ABM can be
scheduled immediately following the AGM. But the officers are elected by
the board, the board by the membership, so it makes sense for the officers
to be selected at the first board meeting following the AGM at which the
board is elected.

>>
>> *Article 6, Section 2, sub b:*
>>
>> I do not believe a subcommittee of the Board should be authorised to
>> modify the by-laws. I'll come back to that later as this is dealt with
>> again in the bylaws.
>
>
> I am confused, it doesn't? The wording says:
>
> A committee of the Board may have delegated authority to bind the
organization on any matter *except* on:
>
> a) The filling of vacancies in the Board or any committee;
> b) The amendment or repeal of the bylaws or the adoption of new bylaws;
and
> c) The amendment or repeal of any resolution of the Board that by its
terms
> shall not be so amendable or repealable.

Sorry, I misread that.

>> *Article 8: Fiscal year*
>>
>> I believe our fiscal year currently starts on July 1 rather than January
>> 1. It should be modified to be consistent with existing practice.
>
>
> This was done on purpose. It makes more sense to be on the calendar year.

Ok, great.

>> *Article 11, Section 1: Amendments*
>>
>> This has to be redesigned. The Board, or a committee designated by the
>> Board, can and should revise and propose changes to the by-laws, but any
>> such changes, in my opinion, must be put to and accepted by a
>> supermajority of the contributing membership. Changes to by-laws should
>> not be taken lightly and these by-laws already give the Board sufficient
>> power to administer the organisation through regulation that changing
>> the by-laws willy-nilly should never be necessary.
>
> A committee can not and should not be able to modify the bylaws (propose
modifications, yes but not modify).

Correct. That's why I want them to be able to do exactly that, propose
changes for discussion and ratification.

>> At the very end, under the current by-laws the Board does not have the
>> unilateral power to adopt the new by-laws. They must be accepted by, as
>> I recall, 2/3 of the contributing membership.
>
>
> It is fairly standard practice that the bylaws are able to be amended by
the board based on some set of standards. I am not arguing one way or
another but just stating that it is not unusual.

Normally the board can only make non-substantive changes (fix typos and
language mistakes, that type of thing); any substantive changes normally
have to be approved by the membership.

David
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