Resolution 2004-01-06.wta.4: submit by-laws changes to contributing membership

Wichert Akkerman secretary at
Wed Jan 7 23:20:39 UTC 2004

At its last meeting the board of directors accepted the resolution
below. The three referenced proposed resolutions are attached to this

Resolution 2004-01-06.wta.4: submit by-laws changes to contributing membership


1. by-laws changes need to be voted on by the contributing members of
   Software in the Public Interest,

2. the membership committee needs to process expired contributing membership
   status for all contributing memebers


3. resolutions 2004-01-06.wta.1, 2004-01-06.wta.2 and 2004-01-06.wta.3 will be
   submitted for voting by the contributing members after the membership
   committee finishes its cleanup work, but no later than March 1, 2004.

Wichert Akkerman <wichert at>    It is simple to make things.                   It is hard to make things simple.

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Resolution 2004-01-06.wta.1: improving quorum regulations


1. the current rules with respect to quorum are per-meeting rather
   than per-vote which can lead to an undesirable low number of votes,

2. it is desirable to be able to vote when less than 2/3 of all members
   are present,


3. the third paragraph of article four of the by-laws is replaced with these
   three paragraphs:

	A meeting is any event, occasion, or discussion where at least
	one vote is held among members of the board and sufficient
	members vote for that vote to be considered binding.

	There shall be no quorum requirement for a meeting to take
	place. However, no individual vote taken by the board may be
	binding without the participation of at least half the board
	members. If two-thirds of the board members participate, then a
	simple majority shall be required for passage, unless the item
	being voted on sets a higher requirement. If fewer than
	two-thirds of the board members participate, then unanimous
	approval of the members present with no abstentions shall be
	required. A board member will only considered as participating
	in a vote if he explicitly casts a vote or abstains on a specific

	Votes may be conducted in any fair way the Board sees fit,
	provided it meets the above mentionned conditions.

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Resolution 2004-01-05.wta.2: resolution publication rules


1. the current by-laws do not mandate that accepted resolutions made


2. these two paragraphs be added to the end of article five of the by-laws:

	Any resolution passed by the Board of Directors of this
	organisation may, with the absolute unanimous consent of all
	Board members, be kept confidential from the membership and the
	public. If any Board member decides at a future date that the
	resolution should no longer be confidential, unanimous consent
	will be considered to no longer exist and the resolution will
	henceforth be available to the membership.

	No resolution may be considered enacted or enforceable until it
	is either available to the entire contributing membership or the
	Board has unanimously agreed to keep it confidential under the
	above procedure.

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Resolution 2004-01-05.wta.3: board of directors appointment regulations


1. the current by-laws do not state how offices are selected,

2. board member terms are 3 years which is long for an organisation like
   Software in the Public Interest,


3. paragraph two of article seven is replaced with:

	Each seat on the Board of Directors, including those for
	officers, shall have a term of two years. Seats for officers,
	excluding the secretary, shall be up for election once every two
	years starting in 2004. Seats for the other members of the board
	shall be up for election once every two years starting in 2005.
	Elections shall be held at the same time each year and are open
	to all contributing members.  Membership in the Organization is
	not a prerequisite for holding a seat on the Board.

	In years when an officer election is held, two questions shall
	appear on the ballot: a selection for president and a selection
	for treasurer.  The second-place candidate in the selection for
	president shall be vice president.

	In years when an election for non-officer Board seats is held,
	one question shall appear on the ballot: selection of board
	members. If x seats are up for election, then the top x
	candidates in the election will be appointed to the Board.

	After each annual election, the entire Board, including new
	members, shall pass a resolution appointing a secretary. The
	Board may also pass a new resolution at any time selecting a new
	secretary. The secretary selected must already be a non-officer
	member of the Board.

	No single person may run for more than one seat in any given

4. paragraph seven is removed,

5. paragraph nine is replaced with:

	Any Board member, including officers, may be removed from the
	board upon the affirmative vote of 2/3 of the voting
	contributing membership. No individual vote or call for votes
	may apply to more than one person. No person may be the subject
	of more than one recall vote within any given 90-day period.

	Subject to the above, the membership may call for a recall vote
	if 10 contributing members publically identify themselves as
	supporting such a vote. This shall constitute a call for votes,
	and a vote among the membership shall then be held immediately
	subject to normal voting procedures.  All contributing members
	are eligible to vote. A ballot shall have only two options:
	recall the Board member, or leave the member in place. The vote
	is tallied with a simple count.

	If the vote to remove the Board member passes, the member is
	immediately removed from the Board and any position as officer.

	The member that is the subject of a removal vote may vote on
	that question. The removal of a Board member does not render
	that person ineligible to run for reelection.

	When a vacancy occurs on the board for any reason, whether or
	not a result of a removal vote, if the next regular election for
	that particular seat is 40 days or less away, the seat will be
	unfilled until the regular election, at which point it will be
	filled using the regular procedures laid out in this Article. If
	the next regular election for the empty seat is more than 40
	days away, a special election will be called immediately for
	that particular seat only. The winner of that election will
	serve out the balance of the term, and the seat will be subject
	to re-election at the normal time.

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