proposed replacement bylaws

Joshua D. Drake jd at
Tue Jul 5 20:45:13 UTC 2016

On 07/02/2016 01:59 PM, Ian Jackson wrote:
> Bdale Garbee writes ("proposed replacement bylaws"):
>> 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.
> Thanks.  It is, in general, admirably clear, and I think with a bit of
> work it will be a jolly good thing.
> My comments in detail:
> Art III s4
> The mebers' meeting requisition should be 10% of the _Contributing_
> members.

Agreed. Also, I am not sure I like that 10% but I am not sure of a 
better solution. If the contributing membership is 100, 10% is too easy. 
If it is 1000, then it is probably reasonable, if it is 10,000 then we 
have a real problem.

> Is the part "... shall constitute presence in person at a meeting"
> really effective in US law ?

Yes although it varies from state to state.

> Art III s8
> This is very confusing.  Is it the intent to abolish quorum
> requirement for meetings of the members ?

No, it is to state that quorum is who bothers to show up (IIRC). Note 
this is for *members* not Directors.

> Art IV s3
> This seems to define annually-relected Directors, biannually-reelected
> ones, and triannually-reelected ones.  The wording has perhaps been
> borrowed from a transitional arrangement ?  I think this needs to be
> fixed.

It makes sense to me based on the "initially" and plays into the whole, 
we elect new directors every year but only three of them.

> Art IV s5
> There should be a power for Contributing members to remove a Director.

There is per their ability to call a meeting in section Art 3 s4.

> Art IV s8
> Why the long list of communications methods here (and in IV.11) but
> not in Art III s4 ?

Good point. I wonder if we just need a general "communications methods".

> Art XI s1
> Amending the bylaws should require the consent of the Contributing
> membership, not of the Baord.

I can see valid arguments for both of these.



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