By-law review

[David Graham]

The changes I am proposing here are primarily in the realm of
clarification and minor structural changes. I don't think anything
I'm suggesting will turn the world upside down.

I reserve the right to see things I missed and recommend further
changes or retract a suggested change. :)

=--------------------------------------------------=
David "cdlu" Graham 			cdlu at pkl.net
Guelph, Ontario			SMS: +1 519 760 1409

Annotated by-laws:

>                                  BY-LAWS
>
>                                     OF
>
>                   SOFTWARE IN THE PUBLIC INTEREST, INC.
>     _________________________________________________________________
>
>ARTICLE ONE - ORGANIZATION
>
>    1. The name of this organization shall be Software in the Public
>       Interest, Inc.
>    2. The organization shall have a seal which shall be in the following
>       form:
>       [Seal not present on electronic copy, only on paper original ]
>    3. The organization may at its pleasure by a vote of the membership
>       body change its name.
>
>ARTICLE TWO - PURPOSE
>
>   The following are the purposes for which this organization has been
>   organized:
>
>     * To create, form and establish an organization to formulate and
>       provide software systems for use by the general public without
>       charge;
>     * to teach and train individuals regarding the use and application
>       of such systems;
>     * to hold classes, seminars and workshops concerning the proper use
>       and application of computers and computer systems;
>     * to endeavor to monitor and improve the quality of currently
>       existing publicly available software;
>     * to support, encourage and promote the creation and development of
>       software available to the general public;
>     * to provide information and education regarding the proper use of
>       the Internet;
>     * to organize, hold and conduct meetings, discussions and forums on
>       contemporary issues concerning the use of computers and computer
>       software;
>     * to foster, promote and increase access to software systems
>       available to the general public;
>     * to solicit, collect and otherwise raise money and to expend such
>       funds in furtherance of the goals and activities of the
>       corporation;
>     * to aid, assist, cooperate, co-sponsor and otherwise engage in
>       concerted action with private, educational and governmental
>       organizations and associations on all issues and matters
>       concerning the use of computers and computer software
>       and generally
>     * to endeavor to promote, foster and advance interest in computers
>       and computer software by all available means and methods.
>
>   Nothing herein shall authorize the corporation to operate or maintain
>   a nursery school, elementary school or secondary school. Nothing
>   herein shall authorize the corporation to operate or maintain an
>   institute of higher learning or to grant degrees.
>
>   In furtherance of its corporate purposes, the corporation shall have
>   all the general powers enumerated in Section 202 of the Not-For-Profit
>   Corporation Law, together with the power to solicit grants and
>   contributions for the corporate purposes.
>
>   Nothing herein shall authorize this corporation, directly or
>   indirectly, to engage in or include among its purposes, any of the
>   activities mentioned in the Not-For-Profit Corporation Law, Section
>   404(b)-(v).

=== nothing to this point can be changed ===

>ARTICLE THREE - MEMBERSHIP
>
>   Membership in this organization shall be open to all who meet the
>   approval of the membership committee. Members have the right and
>   responsibility of overseeing the board members, officers, and
>   committees and ensuring that they operate in accordance with the goals
>   and principles of the organization. All board members, officers, and
>   committees are ultimately responsible to the membership, and should
>   act in accordance with its wishes.

+++ add ability of membership to recall board members or entire board,
    and add basic guidelines for the membership's committee's powers:

    primarily what qualifies a valid member should be in the form
    (including but not limited to...) to prevent the committee from being
    able to exclude the grassroots of the community, as unlikely as that
    is to happen. this is discussed later but is fairly vague.

>   Contributing and non-contributing memberships are available within
>   this organization. Members agree to support the principles and help
>   further the goals of this organization. All membership applications
>   and renewals will be reviewed by the Membership Committee. Applicants
>   must meet the criteria set forth in the charter of the Membership
>   Committee.
>
>   Members may be individuals or organizations.
>
>   Members wishing to leave the organization may do so at any time by
>   notifying the membership committee in writing of their desire for the
>   membership to be terminated.
>
>   Contributing Members
>
>   Contributing memberships are open to persons and organizations who
>   have made significant contributions to the free software community, as
>   determined by the membership committee.
>
>   The membership committee and its charter will make reasonable and fair
>   procedures for these determinations, including for acquiring necessary
>   information such as lists of projects a prospective member has
>   participated in or testimonials, and for regularly reviewing the
>   status of contributing members.
>
>   If a contributing membership is not renewed, the member's status will
>   be downgraded to a non-contributing member.
>
>   Board members, by virtue of their office, are automatically granted
>   the status of contributing members.

replace
   the status of contributing members.
with
   contributing membership.

>   Non-contributing Membership
>
>   To become a non contributing member, the applicant must apply for a
>   non-contributing membership. This membership will not expire.
>
>   To become a contributing member at a later time, non-contributing
>   members must follow the application process for contributing members.
>
>ARTICLE FOUR - MEETING
>
>   The annual board meeting of this organization shall be electronically
>   held on the first day of July, each and every year except if such day
>   be a legal holiday then and in that event the Board of Directors shall
>   fix the day but it shall not be more than two weeks from the date
>   fixed by these by-laws. The Secretary shall cause to be mailed
>   (electronically or otherwise) to every board member in good standing
>   at his or her address as it appears in the membership roll book of
>   this organization a notice telling the time and place of such annual
>   meeting.

This can be reduced to "An annual meeting must be held every year in July
and must be held in a manner accessible to the most possible members. The
annual meeting must be announced by the Secretary or a designate of the
Secretary no less than 30 days in advance."

>   Regular meetings of the board of this organization shall be held
>   quarterly.

Replace with "The board shall meet on a regular basis in the manner
accessible to the most possible board members as decided by a majority of
the sitting board. The board must meet at least one time every 3 months."

This gives the board total control over how it is run on a day-to-day
basis, without the constraints imposed in the current by-laws.

>   The presence of not less than two-thirds of the board members shall
>   constitute a quorum and shall be necessary to conduct the business of
>   this organization, but a lesser number may adjourn the meeting for a
>   period of not more than two weeks from the date scheduled by these
>   by-laws and the Secretary shall cause a notice of this scheduled
>   meeting to be sent to all those members who were not present at the
>   meeting originally called. A quorum as hereinbefore set forth shall be
>   required at any adjourned meeting.

My opinion on quorum is it should be ditched outright, but I know this to
be an unpopular position, so I'll propose instead this replacement for
this paragraph. It introduces a new, and possibly controversial topic to
the by-laws, namely the ability of a board member to participate by proxy
if they are unable to attend. It also allows the board to be run by vote
at 2/3 attendance, but allows it to be run by concensus if only one half
of board members attend.

"In the event that a board member cannot attend a meeting, that board
 member must make a reasonable effort to appoint another contributing
 member to particpate on his or her behalf at the meeting. The presence of
 two-thirds or more of the board members at a meeting will allow a meeting
 to be held and business to be conducted by vote, however one-half of
 board members may conduct the business of the organisation by the
 unaniumous concensus of those present instead of by vote.

 Meetings that do not take place in a real time environment must not
 exceed 7 (seven) days in length."

This allows e-mail voting where attendance can be assumed and allows a
veto to stand by email until 2/3 of board members have participated.

>   Special meetings of the board of this organization may be called by
>   the President when he deems it in the best interest of the
>   organization or by two members of the board. Notices of such meeting
>   shall be mailed to all members at their addresses as they appear in
>   the membership roll book at least two weeks but not more than 30 days
>   before the scheduled date set for such special meeting. Such notice
>   shall state the reasons that such meeting has been called and the
>   business to be conducted.

I think this paragraph can go. My earlier amendment allows the board to
meet however it chooses, so long as it meets at least 4 times a year, so
procedural matters such as this can be worked out by a board, for example
allowing a board to pass a simple motion allowing any member to call an
emergency meeting with n hours notice, as long as it meets the
quorum/concensus condition.

>   At the request of one-third members of the organization the President
>   shall cause a special meeting to be called but such request must be
>   made in writing at least thirty (30) days before the requested
>   scheduled date. No other business but that specified in the notice may
>   be transacted at such special meeting without the unanimous consent of
>   all present at such meeting.

Like that'll ever happen. Perhaps we should consider a way to allow the
membership to force a meeting of the board, but I think if the board is
not meeting often enough, the membership can suggest instead a recall
campaign as I mentionned earlier at the start of article 3.

>ARTICLE FIVE - VOTING

ARTICLE FIVE - VOTING AND ELECTIONS

>
>   Any contributing member of SPI is eligible to vote. Non contributing
>   members of SPI may not vote. Each voting member shall have exactly one
>   vote. Ballots concerning election or removal of officers shall be
>   secret ballots.
>
>   The quorum for a vote by the membership shall be set at 35% of
>   eligible voters. All votes (unless otherwise stated) are approved by a
>   simple majority (>50%) of voters being in favor of the issue in
>   question.

Instead of a quorum, a minimum time should be set for the vote as well as
requiring all votes to have an "I wish to participate, but do not have an
opinion" option. Contributing members who do not participate in the vote
and do not register an intent to continue being contribuging members by
contributing a blank ballot to the election process should be turned over
to the membership committee and subject to removal.

Something like:

"All elections or votes must be announced on
 spi-announce at lists.spi-inc.org, and any other relevant or appropriate
 mailing lists. No vote may last less than 7 (seven) days. Any
 contributing members who do not either vote or register a non-vote may be
 turned over to the Membership Committee and have their Contributing
 memberships reviewed as they are not contributing to a key process."

Naturally the membership committee can ignore any such turns-over, but
it's a way of pruning people who've drifted off and are no longer
participating, and renders quorum unnecessary.

I also think the following paragraph would be an important addition at
this point:

"No election or vote's rules or procedure may be altered in any way
 once the vote is in effect."

>   At any regular or special meeting if a majority so requires, any
>   question may be voted upon in the manner and style deemed appropriate
>   by the secretary of the organization or chairman of the meeting.

These belongs in article 4 and should be rephrased.

>   All votes by the membership shall be cast in the manner specified by
>   the Secretary. The default method of voting shall be by
>   cryptographically signed email ballots.

"All votes by the contributing membership shall be cast in a fair manner
 specified by the Board. The default method of voting shall be by
 cryptographically signed email ballots, unless specified otherwise by the
 Board."

"The Board shall be responsible for assigning a team of not less than
 three people to form an Ad Hoc Voting Committee, which in turn will be
 responsible for announcing the election or vote, the call for candidates
 or debate, and the topic of the election or vote no less than 7 (seven)
 days prior to the start of voting.

 The Ad Hoc Voting Committee shall tally the votes and release the results
 to spi-announce at lists.spi-inc.org and in any other relevant manner no
 more than 7 (seven) days following the end of the vote."

>   Any proposal submitted to the secretary with N or more number of
>   seconds shall be put before the membership for a vote within 30 days.
>   N is defined as follows:
>   N = sqrt(M)
>   where M is the number of contributing members of the organization.

Yuck. The concept is fine, but how about:

"Any resolution or proposal may be submitted to the secretary, and must
 be voted on by the contributing membership if not less than the square
 root of all contributing members seconds the proposal or resolution."

>   Votes and tallies are not revealed during voting but votes cast are
>   listed after the election is over. The ballots for the election of
>   officers shall be kept secret even after the vote is over.

"... after the election is over, as prescribed in Article 5, paragraph
 $num...", $numb being paragraph on topic of AHVC. The whole by-laws
 should be referenced by paragraph, not just article, for simplifying
 references to it.

>   No inspector of election shall be a candidate for office or shall be
>   personally interested in the question voted upon.

replace with:
"No member of the Ad Hoc Voting Committee shall be a candidate for office
 or shall be personally interested in the question voted upon in any way."

>
>   Resolutions
>
>   Resolutions are voted on by the board of directors. Resolutions may be
>   put before the board for consideration. If the board decides not to
>   consider an issue, the membership may vote on the resolution. The
>   membership may also override a vote of the board by a 2/3 majority
>   vote.

Append to first sentence ", notwithstanding Paragraph 5.$num."  where $num
is the paragraph dealing with resolutions proposed and seconded by the
members.

Append to article 5 a section "Elections":

"Elections

 An election of the contributing membership must be held annually for all
 seats of the board of directors, to be administered by the Ad Hoc Voting
 Committee as described above. This election must be held at such a time
 that the results can be announced at the Annual General Meeting in July."

I'm fairly sure that some people will disagree with that idea, but I
believe that it is important to allow the membership to select its board
once a year.

It ensures that board members are active within the organisation and not
disruptive to the organisation. Active and productive members are likely
to be reelected year after year, as long as they wish to remain, and
inactive or disruptive board members are likely to be removed within a
year.

>ARTICLE SIX - ORDER OF BUSINESS
>
>    1. Roll call.
>    2. Reading of the minutes of the preceding meeting.
>    3. Reports of committee.
>    4. Reports of officers.
>    5. Old and unfinished business.
>    6. New business.
>    7. Good and welfare.
>    8. Adjournment.

I don't believe this belongs in the by-laws at all, especially if the
suggestion above to allow the board to meet in the way it deems optimal is
approved, roll call (for example) is diffuclt to conduct by e-mail until
after the meeting is condcuted, rather than before, as you can then see
who participated. What can, however, be put here, is a by-law requiring
the board to produce and approve minutes and address all officers,
committees, new business, and old business before adjourning,
notwithstanding the quorum clause.

>
>ARTICLE SEVEN - BOARD OF DIRECTORS
>
>   The business of this organization shall be managed by a Board of
>   Directors consisting of eight to 12 members, four of whom shall be the
>   officers of this organization.

"...eight (8) to twelve (12)..."

>   The directors to be chosen for the ensuing year shall be chosen at the
>   annual meeting of this organization in the same manner and style as
>   the officers of this organization and they shall serve for a term of
>   three years.

This paragraph should be nuked in favour of annual elections in article 5.

>   The Board of Directors shall have the control and management of the
>   affairs and business of this organization. Such Board of Directors
>   shall only act in the name of the organization when it shall be
>   regularly convened by its chairman after due notice to all the
>   directors of such meeting.

s/Such/As such/, only act in the name of the organisation.(full stop,
delete the rest of the paragraph - the rest is covered under the meeting
rules farther up.)

>   Two-thirds of the members of the Board of Directors shall constitute a
>   quorum and the meetings of the Board of Directors shall be held
>   regularly on the first of July each year.

This is the second reference to meeting quorum in the by-laws and can go,
it's also the second reference to the annual meeting. No need for this
paragraph.

>   Each director shall have one vote and such voting may not be done by
>   proxy.

I proposed above the introduction of proxying, in which case this can go.
If that's not accepted, this can stay.

>   The Board of Directors may make such rules and regulations covering
>   its meetings as it may in its discretion determine necessary.

Again, covered already. Nuke.

>   Vacancies in the Board of Directors shall be filled by a vote of the
>   majority of the remaining members of the Board of Directors for the
>   balance of the year.

"Vacancies in the Board of Directors shall be filled by a vote of the
 majority of the remaining members of the Board of Directors, with the
 replacement board members sitting until the next election."

>   The President of the organization by virtue of the office shall be
>   Chairperson of the Board of Directors. The Board of Directors shall
>   select from one of their number a Secretary.
>
>   A director may be removed when sufficient cause exists for such
>   removal. The Board of Directors may entertain charges against any
>   director. A director may be represented by counsel upon any removal
>   hearing. The Board of Directors shall adopt such rules as it may in
>   its discretion consider necessary for the best interests of the
>   organization, for this hearing.

This paragraph also needs some reference to allow the membership to
recall a board member without the cooperation of the other board members.

"A director may also be removed by a simple majority vote of all
 contributing members."

That sounds harsh but getting 50% of the membership to vote to remove
a board member is hardly an easy task.

>ARTICLE EIGHT - OFFICERS
>
>   The officers of this organization shall hold the positions of
>   President, Vice President, Secretary, and Treasurer. The names and
>   positions of the current officers are found in Appendix A of these
>   by-laws.
>
>   The President shall preside at all membership meetings, by virtue of
>   the office be Chairperson of the Board of Directors, present at each
>   annual meeting of the organization an annual report of the work of the
>   organization, appoint all committees, temporary or permanent, see that
>   all books, reports and certificates as required by law are properly
>   kept or filed, be one of the officers who may sign the checks or
>   drafts of the organization, and have such powers as may be reasonably
>   construed as belonging to the chief executive of any organization.

And may deploy the army to Iraq, too.

This paragraph can use a little toning down. At least committees should be
removed from this paragraph and made into a collective Board
responsibility, however the other roles - such as gathering reports, and
signing cheques, do make sense. Any other responsibilities associated with
a CEO is rather vague, and we might do well to toss that sentence.

>   The Vice-President shall in the event of the absence or inability of
>   the President to exercise his or her office become acting President of
>   the organization with all the rights, privileges and powers as if he
>   or she had been the duly elected President.
>
>   The Secretary shall keep the minutes and records of the organization
>   in appropriate books, file any certificate required by any statute,
>   federal or state, give and serve all notices to members of the
>   organization, be the official custodian of the records and seal of the
>   organization, be one of the officers required to sign the checks and
>   drafts of the organization, present to the membership at any meetings
>   any communication addressed to the Secretary of the organization,
>   submit to the Board of Directors any communications which shall be
>   addressed to the Secretary of the organization, attend to all
>   correspondence of the organization and exercise all duties incident to
>   the office of Secretary.
>
>   The Treasurer shall have the care and custody of all monies belonging
>   to the organization, be solely responsible for such monies or
>   securities of the organization and be one of the officers who shall
>   sign checks or drafts of the organization. No special fund may be set
>   aside that shall make it unnecessary for the Treasurer to sign the
>   checks issued upon it.
>
>   The Treasurer shall render at stated periods as the Board of Directors
>   shall determine a written account of the finances of the organization
>   and such report shall be physically affixed to the minutes of the
>   Board of Directors of such meeting and shall exercise all duties
>   incident to the office of Treasurer.
>
>   Officers shall by virtue of this office be members of the Board of
>   Directors.
>
>   No officer or director shall for reason of the office be entitled to
>   receive any salary or compensation, but nothing herein shall be
>   construed to prevent an officer or director from receiving any
>   compensation from the organization for duties other than as a director
>   or officer.

I don't have any major problems witht he rest of this article.

>ARTICLE NINE - SALARIES
>
>   The Board of Directors shall hire and fix the compensation of any and
>   all employees which they in their discretion may determine to be
>   necessary in the conduct of the business of the organization.

Fine, too.

>ARTICLE TEN - COMMITTEES
>
>   Committees are an extension of the board of directors and take care of
>   the day to day business of the organization. The board of directors
>   forms committees by issuing the committee charter.

...by issuing a charter for the committee.

>   Committees are governed by the board of directors and are accountable
>   to the board and the membership.

and to the membership. though board<->membership

>   Committees may propose resolutions and motions within the scope of
>   their charter, and may also make decisions on behalf of the
>   organization if and as authorized by their charter. Discussions should
>   be held in a public forum, but the committee may have private
>   discussions if they are deemed necessary.
>
>   Committee Charter
>
>   The committee charter completely describes the rights and
>   responsibilities of the committee, as well as its structure,
>   membership policies, and any other relevant details. The charter
>   should also provide an outline for how discussions will be conducted,
>   and how the membership and public are to be informed of its actions.
>   Charters are issued and revoked by the board of directors. The charter
>   shall be put before the membership for review and discussion before it
>   is voted on by the board of directors.
>
>   The charter shall also define the membership structure of the
>   committee. Both contributing and non contributing members are eligible
>   to serve on committees.
>
>   Permanent Committees
>
>   Permanent committees are in charge of issues that are vital to the
>   basic functionality of the organization. Their charters shall not be
>   revoked but may be modified by the board of directors if necessary.
>
>   The permanent committees shall be as follows:
>     * Membership Committee
>       This committee is responsible for handling all membership related
>       issues, including verifying the identity of new members and
>       ensuring that the membership rules are being observed.
>     * Administrative Committee
>       This committee is responsible for maintaining the computers and
>       other technical systems that Software In The Public Interest, Inc.
>       is using and other technical resources.

I'm sure this section can be improved, but I'm not sure at the moment how.

>ARTICLE ELEVEN - DUES
>
>   No dues are required and no dues are anticipated, but the Directors
>   reserve the right to impose a membership dues and to set the amount at
>   a later date if it is deemed necessary.

replace
   reserve the right to impose a membership dues and to set the amount at
with
   reserve the right to impose membership dues and to set the amount at

>ARTICLE TWELVE - AMENDMENTS
>
>   These by-laws may be altered, amended, repealed or added to by an
>   affirmative vote of not less than two-thirds of the members.

...not less than two thirds of the contributing members.

>   Appendices containing organizational information shall not require a
>   vote of the membership for modification. They may be modified by a 2/3
>   vote of the Board of Directors, unless otherwise stated therein.

Add reference to immutability of articles 1 and 2.

>APPENDIX A - OFFICERS OF THE COMPANY
>
>   This section shall contain the names and positions of the current
>   officers. It shall be modified to contain the names of new officers of
>   the organization when necessary, and shall not require a vote beyond
>   the approval of the resolution appointing the officers.
>
>   The officers of the organization shall be as follows:
>   President:      --
>   Vice President: Ean Schuessler
>   Secretary:      Wichert Akkerman
>   Treasurer:      Branden Robinson