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Changes for the Bylaws

These are all of the proposed changes to the bylaws.  They have all been 
discussed on spi-general, and are presented one final time for review by the 
general membership and the board.  If no more issues are raised, they will 
be presented to the board for a vote.

The original bylaws for SPI that these changes apply to are available at the 
following location:

In article 5, there is a paragraph stating the following:

"At any regular or special meeting if a majority so requires, any question 
may be voted upon in the manner and style provided for election of officers 
and directors."

Any objections to changing that to something more appropriate like:
"At any regular or special meeting if a majority so requires, any question 
may be voted upon in the manner and style deemed appropriate by the 
secretary or chairman of the meeting."

If that's OK, then we're almost done!


-- CHANGES TO THE BYLAWS -----------------------------------------------

  These two articles may not be changed, as they are taken from SPI's 
Certificate of Incorporation.

[completely rewritten - will replace current article three]

Membership in this organization shall be open to all who meet the approval 
of the membership committee.  Members have the right and responsibility of 
overseeing the board members, officers, and committees and ensuring that 
they operate in accordance with the goals and principles of the 
organization.  All board members, officers, and committees are ultimately 
responsible to the membership, and should act in accordance with its 

  Contributing and non-contributing memberships are available within 
this organization.  Members agree to support the principles and help 
further the goals of this organization.  All membership applications and 
renewals will be reviewed by the Membership Committee.  Applicants must 
meet the criteria set forth in the charter of the Membership Committee.

Members wishing to leave the organization may do so at any time by 
notifying the membership committee in writing of their desire for the 
membership to be terminated.

Contributing Members

  To become a contributing member the applicant must apply for a 
contributing membership.  The application must include a list of 
contributions made to the free software community.

   The contributing membership will expire as specified in the membership 
committee charter.  The member will be notified before the expiration of 
the membership and will be asked to send a renewal application with a list 
of projects or free software related activities that they have 
participated in within the previous membership term.  If the membership is 
not renewed, the member status will be downgraded to a non-contributing 
member.  To again become a contributing member at a later time, the member 
can simply follow the renewal process.

   Board members, by virtue of their office, are automatically granted the 
status of contributing members.

Non-contributing Membership

 To become a non contributing member, the applicant must apply for a 
non-contributing membership.  This membership will not expire.

 To become a contributing member at a later time, non-contributing members 
should follow the application process for contributing members.

[no changes]

[completely rewritten- will replace current article five]

 Any contributing member of SPI is eligible to vote.  Non contributing 
members of SPI may not vote.  Each voting member shall have exactly one 
vote.  All ballots shall be open ballots except for any ballot concerning 
the election or removal of elected officials.

 At all meetings, except for the election of officers and directors, all 
votes shall be viva voce, or electronically cast except that for election of 
officers ballots shall be provided and there shall not appear any place on 
such ballot any mark or marking that might tend to indicate the person who 
cast such ballot.

 The quorum for a vote by the membership shall be set at 35% of eligible 
voters.  All votes (unless otherwise stated) are approved by a simple 
majority (>50%) being in favor of the issue in question.

 At any regular or special meeting if a majority so requires, any question 
may be voted upon in the manner and style provided for election of officers 
and directors.

 At all votes by ballot, the Chairman of such meeting shall immediately 
prior to the commencement of balloting appoint a committee of three who 
shall act as "Inspectors of Election" and who shall at the conclusion of 
such balloting certify in writing to the Chairperson the results.  A 
certified copy of th eresults shall be physically affixed in the minute 
book to the minutes of that meeting.

 No inspector of election shall be a candidate for office or shall be 
personally interested in the question voted upon.


 Resolutions are voted on by the board of directors.  Resolutions may be put 
before the board for consideration.  If the board decides not to consider 
an issue, the membership may vote on the resolution.  The membership may 
also override a vote of the board by a 2/3 majority vote.

[not changed]


[Only the first sentence is changed for clarification] 

The business of this organization shall be managed by a Board of Directors 
consisting of eight to 12 members, four of whom shall be the officers of 
this organization.

[remove the names of the officers and replace with the following text:]

  The officers of this organization shall hold the positions of President, 
Vice President, Secretary, and Treasurer.  The names and positions of the 
current officers are found in Appendix A of these bylaws.

[no change]

[completely rewritten - will replace the current article nine]

 Committees are an extension of the board of directors and take care of the 
day to day business of the organization.  They should not be formed for 
one-time or short term situations.

 Committees are governed by the board of directors and are accountable to 
the board and the membership.

 Committees may propose resolutions and motions within the scope of their 
charter.  Discussions should be held in a public forum, but the committee 
may have private discussions if they are deemed necessary.

Committee Charter

 The committee charter completely describes the rights and responsibilities 
of the committee, as well as its structure, membership policies, and any 
other relevant details.  The charter should also provide an outline for how 
discussions will be conducted, and how the membership and public are to be 
informed of its actions.  Charters are issued and revoked by the board of
directors.  The charter shall be put before the membership for review and 
discussion before it is voted on by the board of directors.
 The charter shall also define the membership structure of the committee.  
Both contributing and non contributing members are eligible to serve on 

Permanent Committees

 Permanent committees are in charge of issues that are vital to the basic 
functionality of the organization.  Their charters shall not be revoked but 
may be modified by the board of directors if necessary.

The permanent committees shall be as follows: 

- Membership Committee 
  This committee is responsible for handling all membership related 
issues, including verifying the identity of new members and ensuring that 
the membership rules are being observed.

- Administrative Committee
  This committee is responsible for maintaining the computers and other 
technical systems that Software In The Public Interest, Inc. is using and 
other technical resources.

[no change]

[add a second paragraph to this section]

  Appendices containing organizational information shall not require a vote 
of the membership for modification.  They may be modified by a 2/3 vote of 
the Board of Directors, unless otherwise stated therein.

[newly added... see article eight changes]

 This section shall contain the names and positions of the current officers. 
It shall be modified to contain the names of new officers of the 
organization when necessary, and shall not require a vote beyond the 
approval of the resolution appointing the officers.

The officers of the organization shall be as follows: 

                 President: Ian Jackson 
                 Vice President: Martin Schulze 
                 Secretary: Nils Lohner
                 Treasurer: Darren Benham

Nils Lohner                         Software in the Public Interest, Inc.
E-Mail: lohner@spi-inc.org          PO Box 1326 
Board Of Directors <board@spi-inc.org> Boston, Ma. 02117 USA

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