[Members] proposed changes to the Bylaws

Peter Saint-Andre stpeter at stpeter.im
Fri Oct 30 15:54:01 CDT 2009


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As discussed, the XSF is contemplating several changes to the Bylaws:

http://mail.jabber.org/pipermail/members/2009-October/005290.html

I have worked with the Board to formulate precise text that will
implement the changes outlined in the email message linked above. The
proposed text is provided below. If we have consensus that these changes
will address the issues we've discussed on this list, then the Secretary
can include these proposed modifications for a vote in the upcoming
voting period (with, I think, one voting item for each section to be
changed or added, resulting in five items for a vote -- one each for
Section 4.4, Section 5.7, a new Section 3.12, Section 4.5, and Section 8.1).

"Proposal 1" requires changes to both Section 4.4 and Section 5.7 of the
Bylaws...

###

CURRENT 4.4

Section 4.4 Number. The Board of Directors of the Corporation shall be
composed of not less than three (3) nor more than seven (7) Directors as
determined from time to time by the Members of the Corporation. No
decrease in the number of Directors pursuant to this section shall
effect the removal of any Director then in office.

PROPOSED 4.4

Section 4.4 Number. The Board of Directors of the Corporation shall be
composed of not less than three (3) nor more than five (5) Directors as
determined from time to time by a vote of the Members of the
Corporation. No decrease in the number of Directors pursuant to this
section shall effect the removal of any Director then in office.

CURRENT 5.7

Section 5.7 Quorum and Voting. The presence of a majority of the Members
of the Board of Directors shall constitute a quorum for the transaction
of business at any meeting of the Board of Directors, but the Directors
present at any meeting, although less than a quorum, may adjourn the
meeting from time to time. If a quorum is present when a duly called or
held meeting is convened, the Directors present may continue to transact
business until adjournment, even though the withdrawal of Directors
originally present leaves less than the proportion or number otherwise
required for a quorum. At any meeting of the Board of Directors, each
Director present at the meeting shall be entitled to cast one (1) vote
on any question coming before the meeting. Except as otherwise provided
in these Bylaws, a vote of the majority of the Directors present at a
meeting in which a quorum is present shall be the act of the Board of
Directors.

PROPOSED 5.7

Section 5.7 Quorum and Voting. The presence of a majority of the Members
of the Board of Directors shall constitute a quorum for the transaction
of business at any meeting of the Board of Directors, but the Directors
present at any meeting, although less than a quorum, may adjourn the
meeting from time to time. If a quorum is present when a duly called or
held meeting is convened, the Directors present may continue to transact
business until adjournment, even though the withdrawal of Directors
originally present leaves less than the proportion or number otherwise
required for a quorum. At any meeting of the Board of Directors, each
Director present at the meeting shall be entitled to cast one (1) vote
on any question coming before the meeting. Except as otherwise provided
in these Bylaws, a vote of the majority of the Directors present at a
meeting in which a quorum is present shall be the act of the Board of
Directors. If the Board consists of an even number of Directors, the
Executive Director of the Corporation shall be empowered to cast a
tie-breaking vote in any matter except selection of the Executive Director.

###

And "Proposal 2" requires several changes as well. The Board proposes
that we define a new section 3.12 about the voting procedure for Board
and Council eleections, then refer to it from Sections 4.5 and 8.1...

###

NEW 3.12

Section 3.12 Voting Procedure for Election of Board and Council.
Election of individuals to serve on the Board of Directors and on the
XMPP Council shall proceed as follows. First, the number of individuals
to serve on each body shall be limited beforehand by the Members as
specified in Section 4.4 and Section 8.1 of these Bylaws for the Board
and Council, respectively. Second, the Members shall vote on the
candidates standing for election in accordance with Section 3.9 of these
Bylaws. Third, the individuals elected shall be those receiving the
highest percentage of votes cast, up to the limit set by the Members and
with the proviso that no individual receiving less than a majority of
votes cast shall be elected. Fourth, in the case of a tie for the final
remaining position, the final individual shall be chosen in accordance
with the procedures defined in "RFC 3797: Publicly Verifiable
Nominations Committee (NomCom) Random Selection" published by the
Internet Engineering Task Force.

CURRENT 4.5

Section 4.5 Election and Term. Each person named in the Certificate of
Incorporation as a member of the initial Board of Directors shall hold
office until the first annual meeting of Members and until his or her
successor shall have been elected and qualified or until his or her
earlier resignation, removal or death.

At the first annual meeting of Members and at each annual meeting
thereafter, the Members, by the affirmative vote of a plurality of the
votes of the Members present and entitled to vote, shall elect Directors
to hold office until the next succeeding annual meeting. Each Director
shall hold office for the term for which he or she is elected and until
his or her successor shall have been elected and qualified or until his
or her earlier resignation, removal or death.

PROPOSED 4.5 (removing the first paragraph, which no longer applies)

Section 4.5 Election and Term. At each annual meeting of Members, the
Members shall elect Directors to hold office until the next succeeding
annual meeting, in accordance with the procedure defined in Section 3.12
of these Bylaws. Each Director shall hold office for the term for which
he or she is elected and until his or her successor shall have been
elected and qualified or until his or her earlier resignation, removal
or death.

CURRENT 8.1 (in part)

The individuals on the XMPP Council shall be elected by an affirmative
vote of a majority of the Members of the Corporation voting, at each
annual meeting of the Members.

PROPOSED 8.1 (in part)

At each annual meeting of Members, the Members shall elect individuals
to serve on the XMPP Council until the next succeeding annual meeting,
in accordance with the procedure defined in Section 3.12 of these
Bylaws. The XMPP Council shall be composed of five (5) individuals.

###

/psa

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