Resolution 2018-07-06.jrk.1: Proposing replacement SPI bylaws to the members

[Jimmy Kaplowitz]

Hi,

Following several rounds of discussion on spi-general, the board list,
and with SPI legal counsel over the last two years, I am pleased to
finally propose this Resolution 2018-07-06.jrk.1 for approval at the
July annual board meeting. This resolution gives the board's approval to
replacement proposed SPI bylaws, submits them to the members for their
vote at a suitable time this year or early next, and approves a related
membership guidelines document conditional on the members' approval of
the new bylaws.

Many thanks are due to former SPI president Bdale Garbee for initiating
the current round of bylaws revisions in 2016, SPI lawyer Mishi
Choudhary at the Software Freedom Law Center for all her help, the
participants of the earlier SPI bylaws revision efforts as far back as
2003, and most importantly, the many members who gave several rounds of
feedback on the spi-general list to ensure that the new bylaws are
responsive to member concerns and preferences.

The website has all the new documents, as well as a FAQ document with
questions and answers about the changes. See the text of the resolution,
below, for links.

Resolution 2018-07-06.jrk.1: Proposing related SPI bylaws to the members
------------------------------------------------------------------------

WHEREAS

1. The current SPI bylaws do not meet the current practical
operational needs of SPI;

2. The Board has prepared a replacement bylaws document that better
meets SPI's needs;

3. Several rounds of member feedback have been incorporated
into the proposed replacement bylaws document, along with legal advice
to ensure compliance with applicable law;

4. The proposed replacement bylaws document make reference to a
membership guidelines document which does not yet exist;

5. The Board has prepared a document to serve as the initial
contents of the membership guidelines document;

6. The current bylaws require that any amendment be approved by 2/3
of the contributing members;

7. The Board wishes to conduct this member vote under circumstances
which maximize turnout of contributing members, without the result of
the vote being negatively affected by holidays or by inactive members
who retain contributing status; and

8. The Board has prepared a document listing questions and
answers to explain the context of this vote to all interested parties;

The SPI BOARD RESOLVES THAT

1. The Board hereby proposes to the SPI contributing members, for their
approval in accordance with paragraphs 3 through 5 of this resolution,
that the SPI by-laws be amended and restated by replacing their text in
its entirety by the contents of this document, with the necessary
changes to the header and footer to reflect its final approval:
http://www.spi-inc.org/corporate/votes/2018-bylaws-revision/spi-2018-proposed-bylaws.pdf
(SHA256 checksum
6c77d22ea63d8b44920aa645d1151197da9718c3e39bccbd9586a7988382615f).

2. The Board asks SPI members to consult
http://www.spi-inc.org/corporate/votes/2018-bylaws-revision/2018-bylaws-revision-faq/
for answers to common questions about this proposed change.

3. The Secretary shall, directly or through one or more delegates,
conduct a vote of the contributing membership on the amendment and
restatement of SPI's by-laws in paragraph 1. The voting reference
materials shall include the document referenced in paragraph 2. In
accordance with the first paragraph of Article Twelve of the current
by-laws, the affirmative vote of not less than two-thirds of the members
shall be required for approval. The amendment and restatement shall
become effective immediately if and when approved.

4. If an annual election to the board of directors occurs in 2018, the
vote described in paragraph 3 shall happen as soon as logistically
feasible (within the reasonable discretion of the Secretary) following
the completion of contributing membership expiry procedures as described
in paragraph 1 of Resolution 2009-11-04.jmd.1, but in any case not
between November 17, 2018 and January 4, 2019.

5. If an annual election to the board of directors does not occur in 2018,
whether due to insufficient candidates or for any other reason, the vote
described in paragraph 3 shall happen as soon as logistically feasible
(within the reasonable discretion of the Secretary) after this fact is
determined, but in any case not between November 17, 2018 and January 4,
2019.

6. Subject to paragraphs 7 and 8, the Board hereby approves the contents of
http://www.spi-inc.org/corporate/votes/2018-bylaws-revision/2018-proposed-membership-guidelines/
as of the date of the approval of this resolution (git commit
ca29634fad9addb866c5541f436bf8fbef27b005 in SPI's website repository) as
the initial contents of the membership guidelines document referred to
by the amended and restated by-laws. 

7. The approval in paragraph 6 will be of no effect if the vote referred
to in paragraph 3 fails to approve the amendment and restatement of the
bylaws.

8. The Board reserves the right to further revise the initial contents
of the membership guideline document by a subsequent resolution before
the beginning of the vote described in paragraph 3, but does not
currently anticipate making such a revision. If any provision in such a
further revision reduces the rights or increases the responsibilities of
the members, such provision will not take effect until at least 30 days
after the members are informed of the Board's approval.

------------

- Jimmy Kaplowitz
jimmy at spi-inc.org
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