proposed replacement bylaws

David Graham daviddbgraham at
Mon Jul 4 15:52:10 UTC 2016

This is a huge improvement, thanks Bdale.

I have a number of comments as I read through it. I have not had a chance
to read the whole thread yet so my apologies if some of these points have
already been covered.

*Article 3, Section 8: Quorum*
"Members entitled to cast a majority of the total number of votes entitled
to be cast thereat shall constitute a quorum at a meeting of members for
the transaction of any business. "

I don't like this phrasing; it is too convoluted. If the intent is to say
that a Quorum is achieved when a majority of voters is present, then it
should say that. But no member is entitled to cast a majority of votes, so
looking for several members who are each entitled to cast a majority of
votes as is implied is liable to cause future disagreements.

*Article 3, Section 9: Voting*
This should be a touch more specific. It currently reads: "All issues to be
voted on shall be decided by a simple majority of those present at the
meeting in which the vote takes place." but should read "All issues to be
voted on shall be decided by a simple majority of [-those- +contributing
members+] present at the meeting in which the vote takes place."

*Article 3: Section 8 and 9* together need to be more specific about the
type of meeting at which these rules apply. It is clear, but implicit, that
it is at a membership and not at a board meeting, but that should be

*Article 4, Section 1, sub 2:*
Suggest minor edit:
"Select all Officers for the organization and approve the members of any
standing [+or special+] committee appointed by the President"

*Article 4, Section 2: Number*
This specifies the board at exactly 9 members, while current rules permit
between 8 and 12 members and we stick to 9 by convention and because
achieving our arcane quorum requirements is easier with a number divisible
by 3. Do we wish to remove the flexibility we have in the size of the
board? Philosophical question to be decided, but my suggestion would be to
leave it a little bit more flexible.

*Article 4, Section 3: Election and Term of Office*
Suggest some changes here to make a smoother transition:

"Directors are elected by [-the plurality of-] a vote of Contributing
members [+in a manner described by Board resolution and accepted by the
Membership; no such system may change once a voting process is under way+].
The Directors shall hold office for 3 year terms[+.+] [-The initial
Directors shall be divided into three (3) equal groups, one-third (1/3) of
them to serve for an initial term of one (1) year, one-third (1/3) to serve
for an initial term of two (2) years, and one-third (1/3) to serve for an
initial term of three (3) years.-] [+The Board shall, whenever possible, be
divided into three (3) equal groups, in order for one-third (1/3) of the
Board to be up for election at each annual election cycle. Board seats not
vacant at the time of the adoption of these bylaws shall be counted from
the time at which they were actually filled. The Board is responsible for
ensuring that one-third annual parity is achieved.+]

*Article 4, Section 4: Qualification for directors*
This changes our practices. Current practice is that you are a contributing
member by virtue of being elected to the board. These new bylaws require
you to already be a contributing member to serve on the board. It is
important to decide which way we want to do this; my take is anyone who can
seek and win an election to be a Board member should be eligible to be so,
whether or not they were a contributing member at the start, but more to
the point leaving the power of deciding who is a contributing member in the
Board's hands could result in a Board disqualifying someone's membership in
order to disqualify their board nomination, which at the very least must be
expressly forbidden.

*Article 4, Section 5: Removal*
IMO this should also require notice to the contributing membership, not
only the Board.

*Article 4, section 7: *vacancies, subclause b contradicts Article 4,
section 2 (as noted earlier)
"(b) an increase in the authorized number of Directors by resolution of the
Board; or"

*Article 4, Section 8: Meetings:*
Meetings of the Board may be held at any place as the Board may from time
to time fix. ((The annual meeting of the Board shall be held at a date,
time and place fixed by the Board. -- should the Annual Meeting not be an
Annual General Meeting of the Membership rather than of the board?)) [+The
Board must meet a minimum of four times per calendar year.+] Special
meetings of the Board shall be held whenever called by the President of the
Board or any Director upon written demand of not less than [-three-]
one-third [+of the+] Directors of the Board. Meetings may be conducted by
means of telephone or internet relay chat or video conference or similar
communications equipment provided that all persons participating in the
meeting can participate at the same time. Participation by such means shall
constitute presence in person at a meeting.

*Article 4, Section 9: Notice of meetings*

I would suggest that we retain the practice of informing the contributing
membership of board meetings and do so in the by-laws. I would therefore
suggest the following paragraph be added:

Contributing members must be offered a practical means to be informed of
the date, time, and location of a Board meeting at the same time as the
Members of the Board. Any contributing member may attend any Board meeting
without participating unless the Board, by unanimous consent of all Board
members present, decides that, for a stated reason, a meeting or a portion
of a meeting must be held in camera. The names of all Board and
contributing members present shall be recorded in the minutes of the

*Article 4, Section 10: Quorum*
Note that quorum is currently at 2/3 of board members and this changes it
to 1/2+1. That's a philosophical question that we need to decide.

*Article 4, Section 12: Action by the Board*
Any action required or permitted to be taken by the Board or any committee
thereof may be taken without a meeting if all Directors of the Board or the
committee consent in writing via email to the adoption of a resolution
authorizing the action. A record of such action shall be maintained [+and
provided to the contributing membership+].

*Article 4, Section 13 *introduces the concept of "Independent Directors"
without defining them.

*Article 5, Section 2: Election and Term of Office*
"The Officers of the organization shall be elected for a one year term at
[+the first Board meeting following the Annual General Meeting of the
membership+] [-the annual meeting of the Board-], and each shall continue
in office until his or her successor shall have been elected and qualified,
or until his or her death, resignation or removal."

*Article 6, Section 2, sub b:*

I do not believe a subcommittee of the Board should be authorised to modify
the by-laws. I'll come back to that later as this is dealt with again in
the bylaws.

*Article 8: Fiscal year*

I believe our fiscal year currently starts on July 1 rather than January 1.
It should be modified to be consistent with existing practice.

*Article 11, Section 1: Amendments*

This has to be redesigned. The Board, or a committee designated by the
Board, can and should revise and propose changes to the by-laws, but any
such changes, in my opinion, must be put to and accepted by a supermajority
of the contributing membership. Changes to by-laws should not be taken
lightly and these by-laws already give the Board sufficient power to
administer the organisation through regulation that changing the by-laws
willy-nilly should never be necessary.

At the very end, under the current by-laws the Board does not have the
unilateral power to adopt the new by-laws. They must be accepted by, as I
recall, 2/3 of the contributing membership.


On Sat, Jul 2, 2016 at 9:43 AM, Bdale Garbee <bdale at> wrote:
> For as long as I can remember (that means on the order of 12 years on the
> board and 10 years as president of SPI), we have been aware that there
> were problems with the existing bylaws of the organization.
> The problems with the current bylaws we really need to fix include:
>    - the bylaws do not comprehend the idea of board meetings on IRC
>    - the rules the board voting by email are intractable
>    - there is a hard requirement to hold an annual general meeting on
>      the first day of July, which is rarely convenient due to national
>      holidays, etc
>    - in a number of places, the bylaws seem to contradict themselves
> At least once in history, we formed a committee to recommend changes,
> but nothing useful ever came out of those activities.  Some months ago,
> I decided to try a different approach.  I asked our friends at the
> Software Freedom Law Center to draft a complete replacement for SPI's
> bylaws, intended to be as simple and clear as possible, while capturing
> our current operating practices in a legal and supportable fashion.
> At our in-person board meeting earlier this year, the board members
> present worked with Mishi Choudhary from SFLC on the details, and for
> some weeks we've had a draft set of bylaws that everyone on the board
> seems to be comfortable with. I present them here for review and
> discussion, after which I hope we can have a vote of the contributing
> membership to adopt these as SPI's bylaws for the future.
> Regards,
> Bdale Garbee
> SPI President
> _______________________________________________
> Spi-general mailing list
> Spi-general at
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