#01: Election of board members by SPI membership

John Goerzen jgoerzen at complete.org
Wed Mar 26 15:03:11 UTC 2003

On Fri, Mar 21, 2003 at 09:11:57AM -0600, John Goerzen wrote:

[chairman hat on] 
First, a question: Taral, are you still up to keeping a running account of
our new proposed bylaws?  No pressure either way; just checking.

Please let the Committee know immediately your comments on
this amendment.  This proposal has not heard any significant disagreement
yet.  We need to move forward, and so if there is no dissent heard within 48
hours, I'll assume it's agreed to.
[chairman hat off]

I propose the following amendment:

The second paragraph of Article 7 shall be removed.  In its place, insert
the following:

  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 2003.  Seats for
  the other members of the board shall be up for election once every two
  years starting in 2004.  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
  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 election.

Additionally, from the second to the last paragraph in Article 7, this
sentence should be removed: "The Board of Directors shall select from one of
their number a Secretary."  This stipulation is already covered in the text

Below is the non-legalese version of this proposal.

> I propose the following:
>  1. Board members and officers both serve for a term of two years.
>  2. In one year, officer positions are voted on; in the next year,
>     "non-officer" board seats are voted on.  For the purposes of this
>     proposal, the Secretary position is not an officer.
>  3. Elections are held once a year.
>  4. On the year when "non-officer" board seats are elected, all candidates
>     are grouped into a single vote, and the top x winners get a seat on the
>     board.
>  5. On the year when officer seats are elected, two votes are held: one for
>     president and one for treasurer.  The winner of the president vote
>     becomes president; and the second-place finisher becomes VP.  The winner
>     of the treasurer vote becomes treasurer.
>  6. After each year's elections, the board shall pass a motion selecting
>     a secretary from the non-officer members of the board.  The board may
>     replace the secretary at any time it desires by appointing a new
>     secretary from the non-officer members of the board.
>  7. No person may run for more than one seat in any given election.
> Now, my rationale, keyed to the points above:
>  1. I think two years is a reasonable compromise.  Board members currently
>     have a term of three years.  If we set everyone to a term of one year,
>     we'd either have all board members and officers up for election
>     simultaneously, or have to hold two elections each year.  I dislike both
>     of those options; the former because it leads to a lack of stability,
>     and the latter because it leads to a continuous campaign season.
>  2. We've talked a lot about different ways of selecting the officers. 
>     We've discussed having the board appoint officers; having the top
>     vote-getter in a general election becoming president; holding separate
>     officer elections at the same time as regular board member elections;
>     and other similar schemes.  None of these seemed to me really quite
>     right.  Having the board appoint officers puts less direct control
>     in the hands of members.  Having the top vote-getter become president,
>     the next VP, etc. may result in people not qualified for an officer
>     position becoming an officer and again will not let the membership
>     express preferences for a particular office.  Holding officer elections
>     the same time as board member elections complicates the situation where
>     someone may want to run for both, necessiting conflict resolution rules.
>     This proposal, I think, solves all of these problems.  If board members
>     want to run for an officer position; fine, we'll just fill the
>     newly-vacant seat(s) with our regular procedures.
>  3. See #1.
>  4. I think this makes sense.  There's no need to vote on individual seats.
>     Haven't heard any disagreement with this option either.
>  5. I framed the VP thing this way because I can't imagine anyone wanting
>     to run for VP instead of president, but I'd imagine candidates for
>     president would be happy with VP and the corresponding seat on the
>     board.  Plus, the #2 candidate in such an election would have a high
>     likelihood of being well qualified for the position.
>     I frame the treasurer position separately because it requires a
>     different skill set, and someone qualified to be president may not
>     be qualified to be treasurer, and vice-versa.
>  6. Since the secretary position is largely one of helping out the board,
>     I think it makes sense that they choose the secretary.  I'm not sure
>     whether we should restrict this to the elected members of the board
>     or open it to any SPI contributing member.  Thoughts on that welcome.
>  7. This means that you can't run for both president and VP, and has no
>     other effect.  This means that we don't have to engineer a conflict
>     resolution mechanism in case someone wins both elections.  Also, I think
>     that candidates should focus on a particular election anyway.
> -- John
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