Identification of problems

[John Goerzen]

On Thu, Feb 06, 2003 at 04:40:28PM -0600, John Goerzen wrote:
> 1. Each of us reads the bylaws, list archives, etc., making a list of
>    problems we see.  We send this list to spi-bylaws at lists.spi-inc.org.
>    We will also accept input from the membership here (like always).

And now for my list:

 * Nowhere in the bylaws does it state that articles one and two are
   immutable and not subject to the amendment procedure of Article 12.
   Source: http://www.spi-inc.org/corporate/resolutions/resolution-1999-09-21.nl

 * Article three, first para, last sentence: "should act" could be changed
   to "must act" to give it some more teeth.

 * Also, article 3 is vague on just who the "membership" is -- does it
   include non-contributing members?  Elsewhere, we see that only
   contributing members can vote -- if "membership" includes
   non-contributing members, then how are the board/officers to be held
   responsible to them?

 * Article 3, contributing members section, 2nd para, first sentence:
   "will make" seems no longer applicable.

 * Article 4.  Several comments here:

   + First, I would like to point out that holding a meeting
     "electronically" is not limited to IRC or real-time.  E-mail clearly
     falls under that category.

   + Secondly, the current practice of the Board meeting monthly does
     seem to be within the Board's powers, given that the President or
     two board members can agree to set a meeting at anytime besides the
     quarterly.
 
   + However, the practice of meetings by e-mail seems to be out-of-order.
     We will want to discuss if the e-mail meetings are a good idea, and if
     so, explicitly authorize them.
  
   And specific article 4 problems:

   + Article 4 does not address whether board meetings are public, whether
     meetings are public, and the degree of public or membership access
     to board happenings.

   + The difference between annual and quarterly meetings is not clear.

   + The whole quorum problem.

   + Minutes of meetings held by e-mail should be public.

 * Article 5:

   + We have had a problem attaining this quorum.  We may want to
     investigate that.

   + The bylaws as written do not approve of Condorcet voting.

   + The bylaws do not address the question of members added while a vote
     is taking place.  I think it would be better to restrict eligible
     voters to those of record as of the time the vote starts, so as to
     avoid having a moving quorum target.

   + The "Votes and tallies" paragraph is confusing.

   + There is no provision for dealing with votes in the absence of the
     secretary.  Nor is there a provision for appointing an alternate
     vote-taker in the event of a conflict of interest.  There is a
     statement that this cannot happen, but not a statement of what
     happens then.

   + All resolutions up for consideration, and those passed or rejected,
     should be publically displayed, along with their status.  Failing
     to do so precludes the membership's right to overrule the Board.

   + Powers of the board, or limitations thereof, to interfere in an 
     election are not enumerated.

 * Article 6 -- item 2 should be "reading and approval" of minutes.

 * Article 6 -- what the heck is "good and welfare"?  "Adjournment" is
   misspelled.  Also, it is unclear whether this order of business applies
   to all or any of annual meetings, quarterly meetings, and special
   meetings.

 * Article 7 comments:
   
   + Paragraph three is fairly clear that the e-mail business is completely
     out of order.

   + The directors are to be chosen in the same manner and style as the
     officers, but no procedure for the officers is given in the bylaws.
     This is a serious problem, and we should consider allowing the
     membership to do all these things.

   + The quorum occurs here as well.  Why do we list that and the
     July thing both places?

   + The "balance of the year" is unclear, and should probably be stated
     "until July" or something.  Further, we should put this power in the
     membership's hands.

   + It says that the secretary is elected by the board, but this seems
     at odds with board members being chosen in the same way as officers.

   + The membership is not given a say in the removal of board
     members.

   + The notion of a vacancy is vague, given that there are variable numbers
     of positions available in the board.

 * Article 8
   
   + Treasurer's report must be "physically affixed"?

 * Article 10

   + General comment: perhaps having more committees will relieve the need
     for e-mail voting by the board, if the committeess take care of
     day to day business?  It seems this is stating that the board should
     NOT be concerning itself with that.

   + Who is responsible for deeming private discussions necessary is not
     stated.

   + What form does the membership review and discussion take for the
     charter review?

   + SPI should be required to maintain a current public website listing
     all committees, their current membership, and charter.

 * The board should not have power to impose dues, and all increases in 
   dues imposed on membership should first receive the affirmative vote of
   the membership.

* Prior versions of the bylaws should be made available.