SPI bylaws overhaul: new discussion draft

Sun Nov 13 21:25:09 UTC 2016

Hi,

Martin kindly sent me the ODT source document from which Bdale had generated
his draft; accordingly I've had LibreOffice generate a PDF showing the diff
versus his draft, and have attached that to this email. As I suspected, it's
noisy because of my reformatting. You'll probably find my textual summary more
useful, but at least you can see more clearly whether I forgot anything.

Neither Bdale nor I prepared a line-by-line comparison versus the current
bylaws, nor was it requested when he proposed his version; this is because
neither his draft nor my tweaked version of it is based on the current bylaws.
Since they are a fresh start, a diff really doesn't make sense in that case.
Once we have a set of bylaws more appropriate to SPI than our current ancient
boilerplate, presumably future amendments will tend to be more amenable to
diffing.

For those who want to visually compare to our old/current bylaws, those are
here:
http://www.spi-inc.org/corporate/by-laws/

No changes are being proposed at this time to our certificate of incorporation,
which for reference is here:
http://www.spi-inc.org/corporate/certificate-of-incorporation/

Going forward, I completely agree with Hilmar that using something like
Markdown or LaTeX makes sense to ease version-controlled storage and diff
generation. SPI already has a git server, so we can definitely do this in time
for the final version.  This draft is non-final so as to accept member and
lawyer input, but I'll use some such file format before the draft on which we
actually vote.

Speaking of member input, thanks for the advice about diffs, but... any
comments on the substance? :-) I'm especially interested in hearing if I've
addressed the thoughts that were raised on this mailing list in response to
Bdale's draft, but I certainly welcome any feedback without limitation.

- Jimmy Kaplowitz
jimmy at spi-inc.org

On Fri, Nov 11, 2016 at 11:02:33AM -0500, Hilmar Lapp wrote:
> Jimmy - is there a way to produce the PDF such that the changes are highlighted? Or is there another way to directly compare previous to proposed?
> 
>   -hilmar
> 
> > On Nov 11, 2016, at 12:07 AM, Jimmy Kaplowitz <jimmy at spi-inc.org> wrote:
> > 
> > Hi everyone,
> > 
> > I've attached a PDF with a draft set of SPI bylaws to replace the current set,
> > for your discussion and input. It's based on the draft which Bdale sent to
> > spi-general earlier this year, with certain changes:
> > 
> > 1) Tried to take into account the various feedback I remember from the prior
> > discussion.
> > 2) Preserved our existing practice of making directors contributing members by
> > virtue of their position during their time in office.
> > 3) Fixed various grammar and language issues, and probably worsened some
> > document formatting issues unrelated to substance that would be fixed for a
> > final draft.
> > 4) Retained a more modest-threshold version of the members' current say on
> > bylaws amendments, but combined that with Bdale's desire for the board to be
> > able to make amendments with low hassle when the members don't object, and to
> > handle any urgently needed amendments on a short-term provisional basis with
> > extra checks and balances.
> > 5) Better implemented our existing intent to stagger the board's terms of
> > office evenly across several years, partly by reference to an option in NY
> > state law but with a bunch of extra nuance and detail.
> > 6) Any changes I forgot to include in this summary. I didn't leave anything out
> > intentionally, of course, but this is a reminder to review the whole document.
> > 
> > Looking forward to hearing what you think and iterating as necessary! Once we
> > get to a point where reaction is generally positive and the remaining feedback
> > is minor, I'll address any such minor feedback, involve SPI's lawyers to get a
> > properly compliant final draft, and propose a vote for the board to send to the
> > members. This vote will not happen this month but could be any future month,
> > depending on when we get to that point.
> > 
> > Thanks for your feedback.
> > 
> > - Jimmy Kaplowitz
> > jimmy at spi-inc.org
> > <spi-draft-bylaws-nov2016.pdf>_______________________________________________
> > Spi-general mailing list
> > Spi-general at lists.spi-inc.org
> > http://lists.spi-inc.org/listinfo/spi-general
> 
> -- 
> Hilmar Lapp -:- lappland.io
> 
> 
> 
> _______________________________________________
> Spi-general mailing list
> Spi-general at lists.spi-inc.org
> http://lists.spi-inc.org/listinfo/spi-general

On Sat, Nov 12, 2016 at 08:45:13AM -0800, Josh berkus wrote:
> On 11/11/2016 09:44 AM, Jimmy Kaplowitz wrote:
> > Hi Hilmar,
> > 
> > Completely reasonable request; unfortunately I don't have an easy way to do
> > that, since I didn't have Bdale's source document. I copied and pasted from the
> > PDF into a fresh LibreOffice document, fixed most of the formatting issues
> > manually, and proceeded from there. The lack of a diff is a big part of why I
> > tried to summarize the changes in my email, and why I put item #6 in my summary
> > of changes.
> > 
> > If Bdale happened to use LibreOffice or something compatible, I could try to
> > generate a diff after getting the source document from him if LibreOffice has a
> > way to do that. I'm not sure about either of those "if"s and suspect the diff
> > would be noisy anyway due to the reformatting.
> 
> I don't see how the membership can approve this without having the
> line-item edits.
> 
> --Josh Berkus
> 
> _______________________________________________
> Spi-general mailing list
> Spi-general at lists.spi-inc.org
> http://lists.spi-inc.org/listinfo/spi-general

On Sun, Nov 13, 2016 at 11:36:52AM -0500, Hilmar Lapp wrote:
> One thing I’d submit for consideration that could be learned from this and change is to take the opportunity to put the text into Markdown (or LaTeX) format and host it in version control. Then the version control system does the diff, and presenting them, for you without any additional effort. 
> 
> Here’s an example from the most recent bylaws changes for OBF:
> https://github.com/OBF/obf-docs/pull/28
> https://github.com/OBF/obf-docs/pull/29
> 
> I understand that many in SPI have strong reservations about Github, but obviously Github is far from the only platform that allows doing this.
>   
>   -hilmar
> 
> > On Nov 11, 2016, at 12:44 PM, Jimmy Kaplowitz <jimmy at spi-inc.org> wrote:
> > 
> > Hi Hilmar,
> > 
> > Completely reasonable request; unfortunately I don't have an easy way to do
> > that, since I didn't have Bdale's source document. I copied and pasted from the
> > PDF into a fresh LibreOffice document, fixed most of the formatting issues
> > manually, and proceeded from there. The lack of a diff is a big part of why I
> > tried to summarize the changes in my email, and why I put item #6 in my summary
> > of changes.
> > 
> > If Bdale happened to use LibreOffice or something compatible, I could try to
> > generate a diff after getting the source document from him if LibreOffice has a
> > way to do that. I'm not sure about either of those "if"s and suspect the diff
> > would be noisy anyway due to the reformatting.
> > 
> > - Jimmy Kaplowitz
> > jimmy at spi-inc.org
> > 
> > On Fri, Nov 11, 2016 at 11:02:33AM -0500, Hilmar Lapp wrote:
> >> Jimmy - is there a way to produce the PDF such that the changes are highlighted? Or is there another way to directly compare previous to proposed?
> >> 
> >>  -hilmar
> >> 
> >>> On Nov 11, 2016, at 12:07 AM, Jimmy Kaplowitz <jimmy at spi-inc.org> wrote:
> >>> 
> >>> Hi everyone,
> >>> 
> >>> I've attached a PDF with a draft set of SPI bylaws to replace the current set,
> >>> for your discussion and input. It's based on the draft which Bdale sent to
> >>> spi-general earlier this year, with certain changes:
> >>> 
> >>> 1) Tried to take into account the various feedback I remember from the prior
> >>> discussion.
> >>> 2) Preserved our existing practice of making directors contributing members by
> >>> virtue of their position during their time in office.
> >>> 3) Fixed various grammar and language issues, and probably worsened some
> >>> document formatting issues unrelated to substance that would be fixed for a
> >>> final draft.
> >>> 4) Retained a more modest-threshold version of the members' current say on
> >>> bylaws amendments, but combined that with Bdale's desire for the board to be
> >>> able to make amendments with low hassle when the members don't object, and to
> >>> handle any urgently needed amendments on a short-term provisional basis with
> >>> extra checks and balances.
> >>> 5) Better implemented our existing intent to stagger the board's terms of
> >>> office evenly across several years, partly by reference to an option in NY
> >>> state law but with a bunch of extra nuance and detail.
> >>> 6) Any changes I forgot to include in this summary. I didn't leave anything out
> >>> intentionally, of course, but this is a reminder to review the whole document.
> >>> 
> >>> Looking forward to hearing what you think and iterating as necessary! Once we
> >>> get to a point where reaction is generally positive and the remaining feedback
> >>> is minor, I'll address any such minor feedback, involve SPI's lawyers to get a
> >>> properly compliant final draft, and propose a vote for the board to send to the
> >>> members. This vote will not happen this month but could be any future month,
> >>> depending on when we get to that point.
> >>> 
> >>> Thanks for your feedback.
> >>> 
> >>> - Jimmy Kaplowitz
> >>> jimmy at spi-inc.org
> >>> <spi-draft-bylaws-nov2016.pdf>_______________________________________________
> >>> Spi-general mailing list
> >>> Spi-general at lists.spi-inc.org
> >>> http://lists.spi-inc.org/listinfo/spi-general
> >> 
> >> -- 
> >> Hilmar Lapp -:- lappland.io
> >> 
> >> 
> >> 
> 
> -- 
> Hilmar Lapp -:- lappland.io
> 
> 
> 
> _______________________________________________
> Spi-general mailing list
> Spi-general at lists.spi-inc.org
> http://lists.spi-inc.org/listinfo/spi-general

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