Prioritization draft

[John Goerzen]

This is based on the latest issues list from
http://lists.spi-inc.org/pipermail/spi-bylaws/2003/000078.html.

As a reminder, we will be both deciding whether a given item is a problem AND
discussing it at the same time.

I have also tried to group similar problems together, and assign a unique
identifier to each one.

Please comment.


HIGH-PRIORITY ITEMS
-------------------

01 Election of board members by SPI membership

02 Recall of board members (presumably by the membership)

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

   The membership should be able to recall board members or the entire board.
   The membership committee's powers should be enumerated.

   How does the ability to recall interact with the rule allowing the
   presence of counsel?

03 The board has been stymied often due to an inability to make
   quorum, and not being empowered to make decisions in an offline
   manner, failing quorum.

   Quorum. 'nuff said.

   If quorum has to be maintained, then proxy votes should be permitted.

   Quorum should be "ditched outright", or its restrictions loosened.

   Quorum is not problematic, but only if board members can be recalled.
   A "leave" system where board members on vacation are not counted would
   help.

04 Holding a meeting "electronically" is not limited to real-time. Email
   counts.
 
   The practice of meetings by email seems to be out of order.

   Perhaps more committees will alleviate the need to email voting, if
   the board is not supposed to concern itself with day-to-day business.

   Article 7, para. 3 prevents email voting.

05 No procedure is given for choosing officers. The membership should do
   this.

   The method by which directors and officers are chosen needs to be
   specified.

06 Resolutions should be public.

07 The issue of members who join while a vote is in progress is not
   addressed. Perhaps eligible voters should consist only of those who
   are members at the time the vote is called for.

   Voting rules and procedure applicable to a particular vote should be
   immutable once the voting period begins.

08 Quorum in membership voting should be replaced with a minimum time.

MEDIUM-PRIORITY ITEMS
---------------------

09 Specific authorization for the Board to regulate their conduct,
   including explicit power to determine other methods of passing
   resolutions.

0A Article 4 lacks a provision stating how public meetings are, and the
   degree of access the public and membership have to the details of the
   board's inner workings.

   Minutes of email meetings should be public.

0B The bylaws do not appear to permit Condorcet voting.

0C There is no provision for dealing with votes in the secretary's
   absence. Nor is there a provision to handle a conflict of interest.

   A committe should be created to oversee, tally and announce votes by the
   membership.

0D The powers of the board (or limitations thereof) to interfere in an
   election are not enumerated.

0E Article 7: "balance of the year" is unclear.

0F Contradiction: The secretary is elected by the board, but board
   members are chosen in the same way as officers.

10 The notion of a vacancy is not well-defined.

11 The board should not have the power to impose dues without a vote of
   the membership.

12 Article 11's stance w.r.t. dues is unclear. Needs rewriting.

13 Annual re-election of board members.

14 President's powers should be clarified/toned-down.

   The president should not be able to appoint committees unilaterally.

15 Amendment section must specify contributing membership, and must
   refer to immutability of sections 1 and 2.

16 Article 1, point 3 contradict immutability of Articles 1 and 2.

17 The precise specification of the annual board meeting date in Article
   4 could result in some scheduling inconveniences.

18 It should be made clear that board meetings may occur more than
   quarterly if the Board so chooses.

19 The check signing duty should be limited to the Treasurer.

1A Committee appointment needs to be specified.

   Charters are not being made and dealt with in accordance with Article
   10. Do we need to?

   Should non-contributing members be allowed to serve on committees?

1B Which members may vote on the bylaws? It is unclear whether or not
   non-contributing members have voting rights.

LOW-PRIORITY ITEMS
------------------
1C Review and clarification of guidelines for granting contributing
   membership.

1D Determine a protocol or rules of conduct that would facilitate "Getting to
   where we can conduct business without getting embroiled in continous
   counter productive flaming is critical to the future of our organization.


1E Change article 3, first paragraph. "should act" -> "must act". Gives it
   more teeth. Article 3 is vague on the concept of membership. Board
   members are held
   accountable to "members", but non-contributing members cannot vote.

1F Article 3, cont. members section, second paragraph. "will make" seems no
   longer applicable.

20 Monthly meetings are permitted by the current bylaws.

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

22 "Votes and tallies" paragraph is confusing.

23 Article 6, item 2. Should read "reading and approval" of minutes.

24 Article 6. Clarify "good and welfare".

25 Article 6. "Adjournment" is missplet.

26 What types of meeting does the order of business in Article 6 apply to?
   Article 7, paragraph 3 seems to prohibit email business.
   (Contradiction?)

27 Quorum reference and July requirement in article 7 may be redundant.

28 Article 8: "physically affixed"?

29 Article 10: Who is responsible for deeming private discussions necessary?

2A Article 10: What form does the charter review take?

2B There should be a requirement to maintain an up-to-date public website
   with all committees' membership and charter.

2C Older versions of the bylaws should be made available.

2D Article 3: Replace "the status of contributing members" with "contributing
   membership".

2E Article 4 needs a complete rewrite.

2F The membership should be able to force a board meeting.

30 Votes should have a "no opinion" option.

31 Contributing members who fail to turn in any ballot at all should be
   subject to membership committee review.

32 Order of business doesn't belong in the bylaws.

33 All references to numbers should be cleaned up to be consistent.

34 Duplicate references to a number of issues should be removed.

35 The applicability of Article 5 quorum rules is unclear. Do they apply
   to the election of board members? It may conflict with Condorcet.

36 Should election/recall ballots be secret? What about board member
   votes about such topics? What about general membership votes?

36 Crypto-signed ballots are only useful in the presence of a web of
   trust. What about users outside the Debian keyring?

37 Secrecy of ballots for election is stated twice.

38 Article 6 is needlessly limiting.

39 A method is needed for transitioning from the current board to a full
   board whose members are re-elected annually.

3A Special meetings should not need 30 days advance notice, since the
   board is not meeting monthly.

3B Quorum rules and annual meeting rules in Article 7 are redundant.