SPI bylaws overhaul: new discussion draft

[Jimmy Kaplowitz]

Hi Josh,

I think there's some missing context here that's causing us to talk past each
other. In July, Bdale proposed a replacement set of bylaws, as per this mail:

http://lists.spi-inc.org/pipermail/spi-general/2016-July/003437.html

His mail explained the reasons very well, and those reasons still apply. There
was no diff provided then because it was a complete from-scratch replacement;
in turn, it was a complete replacement because of how inadequate our current
bylaws are, even as a starting point for the overhaul. No objections were
raised then at the lack of a diff, nor did he provide a narrative summary.

The ensuing on-list discussion included a lot of substantive comments,
equivalent to an extensive code review. My draft is explicitly intended to be
the next round of that code review, hopefully having adressed the changes the
members want to see from Bdale's draft.

With that extra context, over to inline answers:

On Wed, Nov 16, 2016 at 10:38:49AM -0800, Josh berkus wrote:
> So, how about a narrative explanation of what changes the board wishes
> to make and why?  I appreciate the markup, but since there's no comments
> and the sections are being renumbered, it's really impossible to make
> sense of.

My email which started this thread included exactly that kind of narrative
explanation relative to Bdale's draft. I didn't repeat Bdale's explanation of
why an overhaul is needed, but I probably should have linked to it as I have in
this mail. It still applies. Both his draft and mine attempt to address the
issues he summarized, and in my draft's case, also the other issues I
summarized.

> I know it's not your intention, but it really feels like you're pushing
> for the membership to approve these changes without understanding them.
> For my part, I feel that our threshold for changes to the bylaws ought
> to be *at least* as high as reviewing a patch for one of our projects.

Oh I agree the threshold should be high. That's why I'm asking not for
immediate approval, but substantive review and discussions from the members,
just as Bdale did in July. When I said feedback I meant feedback, not an
imminent vote. I hope to converge toward consensus with whatever rounds of
review are necessary, whether that means "my draft is good" or "needs extensive
work." Only once we have something at least roughly close to consensus would I
want to vote on it.

> 1. someone should do a writeup, with detail of each change in the bylaws
> and why it's necessary.  In a lot of cases, it looks like you're just
> trying to bring the bylaws into alignment with our actual practice, but
> again, this needs to be explained.

A big part of this is to align the bylaws with actual practice, yes. I'd
suggest reviewing the prior "code review comments" - i.e. the previous
spi-general thread in which Bdale gave a lot of context you want from such a
writeup.

> 2. SPI should have an open special IRC meeting with members of the board
> to discuss the bylaws changes.

We've had several such open IRC meetings: the last few board meetings have had
the bylaws draft update on the agenda which was emailed as standard notice to
spi-announce, publbished on our website, included in our meeting logs and
minutes, etc.

That said, most of the discussion was on spi-general, and the main discussion
at meetings was about preparing a new draft to jumpstart this mailing list
discussion following the prior July discussion.

> 3. Someone should publish links to the board minutes for meetings where
> the bylaws changes were discussed.

http://www.spi-inc.org/meetings/minutes/2016/2016-10-10/
http://www.spi-inc.org/meetings/minutes/2016/2016-09-12/

etc. But, again, these in-meeting discussions were less about the substance and
more about facilitating member input. We want the transparency as much as you
do and are not trying to sneak anything through.

> We've had the same bylaws for over a decade; I see no reason to rush
> into revising them.  If there is some urgency, then please also let the
> membership know about that.

I agree there's no _urgency_ per se, but it's already been acknowledged as a
problem at least since I was on an SPI committee in 2003 producing a prior
proposal. While we shouldn't proceed at a rushed pace, I see no reason to let
the problem linger for 13 more years. We do have time for proper review, but we
should actively proceed with that and hopefully vote on a consensus draft next
year.

- Jimmy Kaplowitz
jimmy at spi-inc.org