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.
Sincerely,
JD
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