Tuesday, June 25, 2024

FAQ for Proposed Changes to PSF Bylaws

As part of the PSF Board Election, there are three proposed changes to the PSF Bylaws which will be on the upcoming ballot. We have received a significant amount of feedback relating to proposed change #3 (allowing for the removal of Fellows by a majority vote of the Board of Directors). We have been working on a response, which has taken us some time because we want to be as transparent as possible, and there have been many questions raised over the last week or so. Thank you for voicing feedback and your patience with us while we worked on our response.

Please keep in mind that as we are the group who is responsible for the health of the Foundation, we need to be conscious about our statements. There may be direct consequences for our words, and some of the specifics are legally privileged.

The broad categories of questions we’ve included are about the importance of this change, alternatives that were considered and rejected, how the Board is structured against abuse of this change, and a few general questions.

If your specific question isn’t answered here, please join the PSF Board Election Bylaws Office Hour session on Thursday June 27th at 1PM UTC in the #psf-elections channel on the PSF Discord. You can also email your questions to either psf-elections@pyfound.org or membership-wg@pyfound.org or by responding to the For your consideration: Proposed bylaws changes to improve our membership experience thread on the PSF Discuss forum.

We hope that our transparency, the Office Hour session, and our responses in the FAQ below encourage you to vote in favor of all three of the proposed Bylaw changes.

With thanks,

- The PSF Board of Directors


Importance of a measure like this


Q: Why is this even necessary? What kind of legal advice did you ask for?

A: The Board has a responsibility to act in the interests of the Foundation. Our legal counsel has advised us of a possibility where knowingly allowing a bad actor to continue to operate with our implied endorsement would open us up to certain kinds of liability. Our Bylaws do not currently have a mechanism for revoking the Fellow designation, and this change is intended to close that gap.

The text of all three Bylaws changes were proposed or vetted by our legal counsel, and we are confident that the text as proposed allows us to act according to the intent we described in our original post.

Q: Is this in response to a specific event?

A: The Board needs to balance transparency with our duty to act in the best interest of the Foundation. We can’t discuss any events that would hypothetically lead to removing a Fellow, or even whether there have even been any events that would warrant a removal, because releasing details — or even the existence — of investigations where we failed to remove a fellow would open us up to the possibility of liability.

Q: Does the Board stand by this amendment? Was this a majority or a unanimous decision?

A: The board voted unanimously in favor of this amendment, 10 in favor, 0 against, 0 abstentions. While the Bylaws do not allow proxy votes to be formally counted, both Board members who could not attend the meeting also explicitly registered their support for the amendment with other Board members.

Q: Why can’t we publicly discuss Fellows who have received complaints and decide together as a community?

A: Some people will not make Code of Conduct reports if they are likely to go to a large public discussion or are unlikely to be acted on. The current lifelong nature of the Fellow designation has created a special group of people who are functionally exempt from the effects of the Code of Conduct.

Q: Does the Board retain legal counsel?

A: Even though there is no longer a full-time General Counsel as part of the Board of Directors, the PSF retains legal counsel. Legal advice was sought, provided, and followed as part of this amendment process.

Q: How do changes to the Bylaws work?

A: The PSF’s Bylaws define the legal structure of the Foundation, the Membership, and how the organization is governed. If an aspect of Membership or the Board’s ability to make decisions needs to be changed, the Bylaws need to be changed. This usually happens by discussion amongst the Board, working groups, or even directly from the Membership, resulting in a proposal to amend the Bylaws.

To change the Bylaws, the Board must vote on a proposed amendment, and then the Membership usually has the opportunity to vote to approve those changes. As an organization that represents a diverse community, we strongly value the consent and community buy-in that comes from a vote.

There are other ways to change the bylaws, including not seeking Member approval, or by Membership seeking Bylaws changes without Board approval, but these have never been used.

Alternatives considered and rejected


Q: Why does this only require a majority vote, not a supermajority?

A: This amendment as written already requires a higher standard than most business the Board handles. It requires a majority of the full Board of Directors, not merely a majority of the quorum (as is otherwise required in Section 5.8).

With the current size of the Board, a majority is 7 Directors, and a supermajority (two thirds) is 8. The Board would be open to amending the requirements to a supermajority in the future, but we wish to highlight how small the difference would be in practice.

Q: Why does this not require a unanimous vote?

A: A unanimous vote requirement would create scope for abuse. A unanimous vote requirement would allow for a single dissenting Director to prevent the removal of a problematic Fellow, opening the Foundation to liability.

In certain cases, that liability could extend to individual Directors, even those who voted to remove the Fellow, simply because the action failed to pass due to one dissenting vote (subject to the provisions of Article XII “Limits on Liability of Directors”).

This personal liability would be a significant barrier to many community members' willingness to serve on the Board.

Protections against misuse


Q: Why does the Board need to act responsibly?

A: The Board needs to act in the service of the Foundation’s mission, and has a responsibility to the community to keep vital infrastructure like PyPI running, providing fiscal sponsorship to community groups like PyLadies chapters, or giving grants to international communities.

Acting against the interests of the membership would cause the community to lose trust in us, and threaten our ability to keep Python’s infrastructure running.

Q: What protections are available to prevent the Board from misusing this provision?

A: This proposed Bylaws amendment requires a Member to fail a “condition of membership” to be removed. Such a condition would need to have been previously enacted by the Board and would apply to any Member in that class of Membership. This prevents the Board from removing a Member arbitrarily.

The Membership regularly holds the Board accountable through annual elections. Should there be an immediate need to act, the Membership can call a special meeting of the Board or the Membership and hold the Board to account. The proposed change allows a removed Member 15 business days before their removal is final, during which time they can use the tools available to hold the Board to account.

Q: What if a future board becomes controlled by a large group of untrustworthy and like-minded people?

A: The Board is elected in cohorts, such that usually only 3-4 seats are open each year. Any “hostile takeover” would need to be conducted over the course of a few years and could not be engineered by any company or other formal entity because we already have rules preventing Board capture in our Bylaws (section 5.15).

“No more than one quarter (1/4) of the members of the Board of Directors may share a common affiliation.”  

Other questions


Q: Why does this offer the possibility of covering non-Code of Conduct policies?

A: The Amendment gives the Board the right to add other qualifications to membership, and the Bylaws do not prevent the Board from amending the Code of Conduct (and we have done so multiple times before). If we were to change the Bylaws such that the only policy that allowed us to remove members was the Code of Conduct, this would have the perverse effect of incentivizing the Board to amend the Code of Conduct to cover other cases where removing a Member may be a necessity. This would make the Code of Conduct too long, complicated, and unfocused to be effective in the cases where it is already used.

Q: Why did the Board single out Fellows in the announcement?

A: It is true that the amended text covers all classes of Membership, however, in practice the only truly new ability granted to the board is being able to remove Fellows.

The text of the Bylaws already grants mechanisms that could allow the Board to make Members in other classes ineligible for Membership, including the ability to set “alternate eligibility criteria” (section 4.6-4.7) beyond those in the Bylaws or an “applicable membership fee” (section 4.5). The only class of membership for which there is no way to restrict eligibility on existing Members are the Fellows, who are granted life membership, except if they are removed by a vote of the Membership. This amendment makes it possible to remove Members, no matter which class, using the same tools.

Q: Who comprises the Code of Conduct Work Group? Is it diverse? Are they accepting new members?

A: The current membership and the past members of the Conduct Work Group are listed in the charter which can be found on the Code of Conduct Work Group Charter page. The group consists of diverse representatives from around the world. The charter lists the process for applying to join the Work Group.