[Foundation] elections & annual meeting (again)

Peter Saint-Andre stpeter at jabber.org
Wed Aug 14 23:02:58 CDT 2002

This afternoon Michael Bauer and I discussed some of the niceties of the
Jabber Software Foundation's Bylaws (http://www.jabber.org/bylaws.html),
specifically as they pertain to the process of electing the JSF Board and
holding the annual meeting of JSF members. I apologize if this email
contains a great deal of legalistic prose; it can't be helped, and we
really do need to follow the letter of the bylaws in order to maintain the
legitimacy and legality of the JSF. Anyway, Michael and I came to the
following conclusions:

1. Per Section 4.5, the Board must be elected at the annual meeting.
However, JSF members may designate proxies to vote for them. Therefore the
current voting results for the Board can be used as proxy votes (per
Section 3.10) with the explicit approval of those who vote using
memberbot. Once the current memberbot process is completed on 2002-08-21,
I will contact each voter individually and seek approval to be a proxy
voter at the annual meeting itself. (Per Section 8.1 this is true of the
Council as well, although electing the Council through memberbot may seem
legitimate within the processes established through custom in our previous
votes. However, to comply with the letter of Section 8.1, the Council
votes submitted through memberbot should be treated as proxy votes as

2. Per Section 3.2, the Board must set the time (and, I would think, place
and manner) of the annual meeting. And per Section 3.4, the Board must do
so not less than 10 days before the annual meeting. Therefore it is too
late for the annual meeting to occur next Wednesday (2002-08-21). I will
obtain Board approval for the annual meeting in the next 3 days and aim
for it to occur on 2002-09-04 so that we have enough time to prepare
properly (see below).

3. The annual meeting must have a defined agenda, and per Section 3.12
each agenda item to be submitted for a vote must be approved by not less
than 5% of the members ahead of time. I propose the following process:

  a. Now through 2002-08-21: JSF members suggest items upon which we will
vote. This will include the Board and Council candidates. At least 5% of
JSF members must affirm that they want each item to be included for a
vote. Since we have 171 members, that means at least 8 people must "second
the motion" (in addition to the person who suggests it) in order for an
item to be added to the voting portion of the agenda. The current Board
and Council candidates slates will each be one item for a vote (i.e., two
items total). Other potential agenda items may include amendments to the
bylaws (setting the frequency of admission of new JSF members, formalizing
the number of Board members, and the like).

  b. 2002-08-21 - 2002-08-28: Official vote on the agenda. This will be a
straight up-or-down vote, completed through memberbot, and will count
towards the tally of official votes.

  c. Note: the agenda may also include non-voting items, such as a report
by yours truly on the financial status of the JSF.

4. We need to set the place and manner of the annual meeting. Michael
convinced me that, per Section 3.1, if possible it would be best to hold
an in-person meeting at the JSF's place of business (currently co-located
at Jabber, Inc.'s offices), supplemented by a simultaneous telephone
conference call and an online conference in a Jabber conference room
(probably foundation at conference.jabber.org) -- this way we cover all the
bases. This sounds appropriate to me and I will begin researching
conference call services tomorrow (it's possible that Jabber, Inc. already
has such a service we can use).

BTW, I would foresee that after the vote on the agenda, we will execute a
mass purge of the JSF members who have missed 3 votes in a row. These
votes will have been: (1) February vote on new members; (2) July vote on
number of Board members; (3) upcoming August vote on agenda. Those who
were elected in February will not be purged at this time, but my records
(http://www.jabber.org/people/complete.html) indicate that 77 founding
members did not participate in the first two votes, so any of those 77 who
do not vote on the agenda will be purged. A further purge will occur once
the official Council and Board results have been tallied after the annual
meeting. This may seem harsh, but it is in line with the bylaws and it
will result in a much leaner and meaner JSF membership. As has been noted
time after time, the JSF membership includes a *lot* of dead wood. But not
for long. Once again, consider yourself warned.

OK, I think that's it. I apologize again for the confusion regarding our
processes. However, I think it's critically important that we get it right
the first time here, since this will set a precedent for future elections
and meetings.

Thanks again for your patience. Feel free to direct any questions or
concerns to this list or to me personally.


Peter Saint-Andre
Jabber Software Foundation

More information about the Members mailing list