SPI bylaws overhaul: Board Attendence

[Hilmar Lapp]

In general I'm a believer in the statement that action (and inactions) speak louder than words. If a Board member misses a majority of Board meetings _without notice_, I think it's entirely fair to treat that as a statement from that Board member that they're disengaging.

Disengagement could be because someone's interests or life priorities have changed, and if so, it's i would think best for everyone to acknowledge that and draw the consequences. Disengagement could, however, also be because the way the Board works doesn't work anymore for that Board member. In that case, it may be worth discussing whether the Board can work differently so everyone can engage, rather than triggering a resignation process.

I guess that's a long way of saying that this is much better dealt with in a policy than the bylaws.

-hilmar

Sent from away

> On Nov 17, 2016, at 1:27 AM, Jimmy Kaplowitz <jimmy at spi-inc.org> wrote:
> 
> Hi,
> 
>> On Wed, Nov 16, 2016 at 11:01:57PM +0000, Dimitri John Ledkov wrote:
>> I think I do have it easy, as I am not an officer nor sysadmin.
>> Nonetheless, over the past month I have spend about 14-16 hours
>> reviewing / auditing accounting, generating reports (which are now
>> published), and responding to email queries.
>> 
>> I myself missed the Monday meeting, due to volleyball match. I play in
>> the London Volleyball League.
>> 
>> Scheduling interactive meetings is a hard task for the board. We are
>> globally distributed timezone wise. All have more than full-time
>> engagements. And many of us travel a lot for work & leisure.
>> 
>> The board & officers are volunteers and we are not compensated for our
>> work. Which I think is a good thing. Conceptually, demanding fixed
>> hours or expelling board members over meeting attendance feels odd to
>> me. As it's not holding the meetings that matters, but the outcome of
>> the work SPi achieves.
> 
> Dmitri, you've been doing valuable and appreciated work. Nobody minds you
> missing an occasional meeting for the rest of your life. Even Josh's proposal
> was not requiring anywhere close to 100% attendance, nor a monthly meeting
> schedule - just that board members attend a majority of the meetings that are
> scheduled. Similarly, even our current governance structure already has a board
> attendancy policy via a resolution.
> 
> As with Martin Michlmayr's reply, I'm fine with the bylaws specifying that we
> should have a board attendance policy, and that falling below a certain
> threshold can (or should or must) lead to removal for cause. I'd rather leave
> the specifics of that policy and that threshold to a board resolution to allow
> for lower-hassle tweaking as needed, but I don't feel strongly on that point.
> 
> Josh, any concerns with that? The bylaws would still require the resolution to
> exist, the members would still be able to see and comment on it, and any
> inappropriately lax policy could still be considered by directors and members
> alike in their respective proposals and votes. For a failure on this particular
> topic, the worst-case outcome is just excessive inaction until the next
> election, or until a special meeting if the members want to call one sooner.
> And honestly, if attendance paralyzes the board enough that the members want to
> overrule the board or elect directors to fix the policy, all but the most
> pathological member-elected boards would react to that level of member
> discontent by fixing the policy first.
> 
> It's totally wise to want the demands on board members to be compatible with a
> volunteer spare-time committment. Simultaneously, it's wise to ensure that the
> board has a structural incentive that will usually facilitate quorum when we do
> decide to meet. These are not at all incompatible.
> 
> - Jimmy Kaplowitz
> jimmy at spi-inc.org
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