Revised board resolution 2003-10-14.iwj.1

[David Graham]

While a temporary hack pending the approval of by-laws, I would like to
propose two changes. See below. Explanations follow the resolution.

In order to differentiate this modified version from the revised version
this is made from, I'd call this 2003-10-14.iwj.1b.

Resolution 2003-10-14.iwj.1b
>
>  WHEREAS
>
>   1.  The Board memberships of Ian Jackson and Martin Schulze
>       have reached the end of their 3 year terms as directors and
>       Manoj Srivastava has resigned from his position as director and
>       the board now consists of only 7 members;
>
>   2.  The membership of the board of directors must remain
>       between 8 and 12 in accordance with the constitution;
>
>   3.  Software in the Public Interest Inc.'s by-laws require the
>       Board of directors to be accountable to the membership;
>
>  THE BOARD RESOLVES THAT
>
    4.  The Board of Directors calls an election of the contributing
       membership for two seats on the board of directors.
>
>   5.  The election shall be organized and overseen by the SPI secretary;
>
>   6.  The voting period shall begin as soon as possible but no earlier
>       than 21 days after this resolution is passed and no earlier than
>       14 days after the SPI Secretary announces the starting and
>       ending dates of the voting period.  The voting period shall have
>       a duration of 14 days.
>
>   7.  Candidates shall be SPI contributing members.  Candidates must
>       declare their intention to run by submitting a position statement
>       to the SPI secretary by a date before the beginning of the
>       election and determined and publicly announced by the secretary;
>
>   8.  The voters shall be SPI contributing members;
>
>   9.  The voting shall take place on the Software in the Public
>       Interest web site using the Condorcet election method;
>
>   10. The results of the election will be verified and announced by
>       the SPI secretary as soon as possible.
>
    11. The two most preferred candidates, as determined by the method
        stated above, are hereby appointed to the board of directors of
        Software in the Public Interest, Inc. 7 days after the SPI
        Secretary announces the results.
>
>   12. While the board may repeal paragraph 11 before the appointment
>       takes effect, the board resolves to do so only if there are
>       problems with the conduct or integrity of the election.
>
    15. Any SPI contributing member may stand as candidates in the
        election according to paragraph 7 above, regardless of whether
        they have served on the board in the past.
>
>
>  FURTHERMORE, WHEREAS
>
>   16. The ad-hoc organisation of this election is less transparent and
>       democratic than ideal;
>
>   17. The bylaws reform effort appears to have stalled;
>
>   18. These problems are in significant part attributable to the
>       Board;
>
>  IT IS RESOLVED THAT
>
>   19. The Board apologises to the Membership and the Bylaws committee
>       for its failure to work more proactively to help reform the
>       bylaws.
>
    20. The Board shall undertake the work necessary to modify the
        Oranisation's by-laws as per the recommendations of the By-Laws
        Committee as soon as the election is complete.

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Clauses 4 and 11 have 'three' replaced with 'two'. It is my strong opinion
that a 9 member board is more appropriate to SPI's ability to conduct
business due to the quorum being 6/9 instead of 7/10.

Clause 13 is addressed by the election itself. I do not believe we need to
appoint temporary board members. If we do, I would strongly suggest that a
single Advisor be temporarily promoted to the board until the elections
are over.

Clause 14 did not exist.

Clause 15 is more generally worded, and no longer needs to come under a
separate header.

Clause 20 forces the issue of the by-laws amendments, implict in that is
that by next summer we will have our first constitutionally mandated
election, assuming the by-laws are passed.

Ideally the by-law amendments will be passed PRIOR to an election, but I
don't see that happening and as such I would like to ask that the by-laws
be at the top of the agenda until it is resolved following the election.

---
David "cdlu" Graham
Guelph, Ontario
cdlu at railfan.ca