proposed replacement bylaws

Peter Eisentraut peter at
Mon Jul 4 03:25:15 UTC 2016

On 7/3/16 9:34 AM, Bdale Garbee wrote:
> So, I guess there's a trade-off here.  We can have really simple bylaws
> and give the board the ability to modify them, trusting that our nearly
> complete transparency of operations and the legal context in which we
> operate provide the ability to observe and react should the board ever
> "go nuts".  I'm quite comfortable with this approach, but I recognize
> that not everyone may be.
> Comments from others on this particular "design decision" in the bylaws
> would be welcome.

It's certainly something that has stood out as a concern for me.

Until now, the SPI board functions mainly in a caretaker role.  As long 
as the individuals chosen are nice to each other and don't lose the 
money, then everything is going fine and the members don't really have 
to pay too much attention.  But if the system is changed so that the 
board can, even in theory, unilaterally change major aspects of the 
organization, then it will require a lot more day-to-day scrutiny, and 
elections might become more political.  That's not necessarily bad, but 
it would be a significant deviation from existing practice.

Also, if I'm reading this correctly, the board can call a meeting to 
amend the bylaws simply by emailing the directors (not even the 
membership) seven days ahead of time.  So bylaw changes could be done 
and dusted before casual observers have even caught up with their email.

I understand the problems that some organizations have had getting 
enough of the membership to vote on fundamental reorganizations.  But 
there are probably some ways we can fix *that* problem.  Examples off 
the top of my head:

- Trim the voting membership more aggressively.  If an important vote 
fails because of quorum, for the next time reset the quorum to those who 

- Create a public comment period of, say, 30 days.  If $N members voice 
formal concerns, then the change needs to go to a vote by the full 
membership; otherwise the board can pass it.  That would allow the board 
to easily make technical changes to the bylaws but leave political 
changes to the membership.

I'm not sure why there is this need to be able to amend the bylaws 
quickly when they are written in a general way anyway.  If the bylaws 
are written in a very general way, they shouldn't have to be changed all 
the time.

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