2003-10-14.iwj.6: Filling Board Membership Vacancies

This resolution was adopted by the Board of Directors of SPI at their meeting of October 14, 2003.

WHEREAS

  1. The Board memberships of Ian Jackson and Martin Schulze have reached the end of their 3 year terms as directors and Manoj Srivastava has resigned from his position as director and the board now consists of only 7 members;

  2. The membership of the board of directors must remain between 8 and 12 in accordance with the constitution;

  3. Software in the Public Interest Inc.'s by-laws require the Board of directors to be accountable to the membership;

THE BOARD RESOLVES THAT

  1. The Board of Directors calls an election of the contributing membership for three seats on the board of directors.

  2. The election shall be organized and overseen by the SPI board's secretary or their designate.

  3. The voting period shall begin as soon as possible but no earlier than 21 days after this resolution is passed and no earlier than 14 days after the SPI Secretary announces the starting and ending dates of the voting period. The voting period shall have a duration of 14 days.

  4. Candidates shall be SPI contributing members. Candidates must declare their intention to run by submitting a position statement to the SPI secretary by a date before the beginning of the election and determined and publicly announced by the secretary;

  5. The voters shall be SPI contributing members;

  6. The voting shall take place on the Software in the Public Interest web site using the Condorcet election method;

  7. The results of the election will be verified and announced by the SPI secretary as soon as possible.

  8. The three most preferred candidates, as determined by the method stated above, are hereby appointed to the board of directors of Software in the Public Interest, Inc. 7 days after the SPI Secretary announces the results.

  9. While the board may repeal paragraph 11 before the appointment takes effect, the board resolves to do so only if there are problems with the conduct or integrity of the election.

THE BOARD FURTHER RESOLVES THAT

  1. In order to ensure compliance with the constitution as soon as possible, Ian Jackson and Martin Schulze are immediately reappointed to the board. They will remain on the board until the new elected members join the board as stated in paragraph 8, or for a period of 90 days from the passage of this motion, whichever comes earlier.

  2. Ian Jackson and Martin Schulze may stand as candidates in the election according to paragraph 4 above, just as any other SPI contributing member.

FURTHERMORE, WHEREAS

  1. The ad-hoc organisation of this election is less transparent and democratic than ideal;

  2. The bylaws reform effort appears to have stalled.

  3. These problems are in significant part attributable to the Board;

IT IS RESOLVED THAT

  1. The Board apologises to the Membership and the Bylaws committee for its failure to work more proactively to help reform the bylaws.

  2. The Board shall undertake the work necessary to present a set of by-laws to the membership at large for ratification. There exists a recommendations of the By-Laws Committee to serve as a starting point for such a recommendation.