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 react should the board ever
"go nuts".  I'm quite comfortable with this approach, but I recognize
that not everyone may be.

Comments from others on this particular "design decision" in the bylaws
would be welcome.

It's certainly something that has stood out as a concern for me.

Until now, the SPI board functions mainly in a caretaker role. As long as the individuals chosen are nice to each other and don't lose the money, then everything is going fine and the members don't really have to pay too much attention. But if the system is changed so that the board can, even in theory, unilaterally change major aspects of the organization, then it will require a lot more day-to-day scrutiny, and elections might become more political. That's not necessarily bad, but it would be a significant deviation from existing practice.

Also, if I'm reading this correctly, the board can call a meeting to amend the bylaws simply by emailing the directors (not even the membership) seven days ahead of time. So bylaw changes could be done and dusted before casual observers have even caught up with their email.

I understand the problems that some organizations have had getting enough of the membership to vote on fundamental reorganizations. But there are probably some ways we can fix *that* problem. Examples off the top of my head:

- Trim the voting membership more aggressively. If an important vote fails because of quorum, for the next time reset the quorum to those who voted.

- 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 board to easily make technical changes to the bylaws but leave political changes to the membership.

I'm not sure why there is this need to be able to amend the bylaws quickly when they are written in a general way anyway. If the bylaws are written in a very general way, they shouldn't have to be changed all the time.

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