On Tue, Jul 5, 2016 at 4:35 PM, Joshua D. Drake
wrote:
> On 07/04/2016 08:52 AM, David Graham wrote:
>> *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 th
Dimitri John Ledkov writes ("Re: proposed replacement bylaws"):
> Given that directors in general hold the office for 3 year terms &
> that initial director terms are staggered - the staggered terms follow
> perpetually. This has actually been the case already, and I don&
Joshua D. Drake writes ("Re: proposed replacement bylaws"):
> 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 the
FYI - I'm one of the "so-called-rogue" directors who got elected unopposed. =)
On 4 July 2016 at 17:52, David Graham wrote:
> 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 s
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 t
On 07/04/2016 08:52 AM, David Graham wrote:
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
*
"Member
David Graham writes ("Re: proposed replacement bylaws"):
> This is a huge improvement, thanks Bdale.
Thanks for your detailed review. I agree with many of your comments.
> Article 4, Section 4: Qualification for directors
>
> This changes our practices. Current prac
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 num
Hilmar Lapp writes ("Re: proposed replacement bylaws"):
> On Jul 4, 2016, at 8:17 AM, Bill Allombert
> wrote:
> > I suppose a lot of people would consider a board changing the
> > bylaws without approval from the members to be going nuts.
>
> Yeah, exact
> On Jul 4, 2016, at 8:17 AM, Bill Allombert
> wrote:
>
> On Sun, Jul 03, 2016 at 03:34:12PM +0200, Bdale Garbee wrote:
>> Ian Jackson writes:
>>
>> So, I guess there's a trade-off here. We can have really simple bylaws
>> and give the board the ability to modify them, trusting that our near
On Sun, Jul 03, 2016 at 03:34:12PM +0200, Bdale Garbee wrote:
> Ian Jackson writes:
>
> So, I guess there's a trade-off here. We can have really simple bylaws
> and give the board the ability to modify them, trusting that our nearly
> complete transparency of operations and the legal context in
Peter Eisentraut writes ("Re: proposed replacement bylaws"):
> - Create a public comment period of, say, 30 days. If $N members voice
> formal concerns, then the change needs to go to a vote by the full
> membership; otherwise the board can pass it. That would allow the boar
Keith Packard writes ("Re: proposed replacement bylaws"):
> Ian Jackson writes:
> > We have here a set of bylaws that subjects the board members to
> > election, and (if you agree with me above) to recall by the
> > membership. But with the current draft the supr
Bdale Garbee writes ("Re: proposed replacement bylaws"):
> Susan Spencer writes:
> > If this section describes what actually occurred during the first three
> > years of SPI, and if one-third of the Directors are elected each year,
> > then this section is correc
On 07/02/2016 06:43 AM, Bdale Garbee wrote:
>- the rules the board voting by email are intractable
Just FYI, some of these rules are mandated by NY corporate law.
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On 7/3/16 9:34 AM, Bdale Garbee wrote:
So, I guess there's a trade-off here. We can have really simple bylaws
and give the board the ability to modify them, trusting that our nearly
complete transparency of operations and the legal context in which we
operate provide the ability to observe and r
Ian Jackson writes:
> We have here a set of bylaws that subjects the board members to
> election, and (if you agree with me above) to recall by the
> membership. But with the current draft the supremacy of the
> membership can be simply anulled at will by the board, simply by
> amending the byla
> On Jul 3, 2016, at 9:34 AM, Bdale Garbee wrote:
>
>> Art XI s1
>>
>> Amending the bylaws should require the consent of the Contributing
>> membership, not of the Baord.
>
> […]
>
> Comments from others on this particular "design decision" in the bylaws
> would be welcome.
FWIW, OBF’s (Open
Bdale Garbee writes ("Re: proposed replacement bylaws"):
> Ian Jackson writes:
> > Art IV s5
> >
> > There should be a power for Contributing members to remove a Director.
>
> Seems like a good idea. Would a simple majority of contributing members
>
Ian Jackson writes:
> 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
Susan Spencer writes:
> If this section describes what actually occurred during the first three
> years of SPI, and if one-third of the Directors are elected each year,
> then this section is correct.
I wasn't present at the original founding of the organization, but our
model of operation for a
>
>
>
> 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.
>
The phrase 'Initial Directors' refers to the first se
Bdale Garbee writes ("proposed replacement bylaws"):
> 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
Bdale Garbee writes:
> 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
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
> s
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 c
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