[Foundation] A Reading of the Bylaws

Peter Saint-Andre stpeter at jabber.org
Fri Aug 16 14:31:09 CDT 2002

As mentioned in my last email, I re-read the Bylaws this morning
(http://www.jabber.org/bylaws.html). The following items caught my

1. "The Jabber Foundation" -- I have corrected this to read "The Jabber
Software Foundation" per our corporate status with the State of Delaware.

2. Section 3.8 reads in part: "The Directors shall be elected by the
affirmative vote of a plurality of the votes of the Members present in
person or proxy, including through remote communication, at the meeting
and entitled to vote on the election of Directors." Dr. Bauer, perhaps you
could shed some light on the signficance of the word 'plurality' here,
since I'm not sure how that jibes with having a fixed number of Board

3. Section 5.2 specifies that the Board of Directors shall hold an annual
meeting, at which it shall elect officers (among other things). So this
will need to be on the agenda for the BoD meeting, which I'm assuming will
take place once the new Board is installed.

4. Section 5.3 notes that "the Board of Directors shall hold regular
meetings according to a schedule established by the Board of Directors,
but not less frequently than quarterly

5. Section 8.1 specifies that the Jabber Council shall "provide technical
and business advice to the Corporation". Not sure what that "and business"
is doing in there.

6. Section 8.1 specifies that the Jabber Council shall appoint a chair. We
haven't done that but in a way I think I've been playing that role on the
Council, so I think it would be good to formalize that role for the Second

7. Section 8.1 specifies that "The provisions of these Bylaws with regard
to meetings, notice, etc. that apply to Membership meetings shall apply to
the Jabber Council and members thereof unless such provisions are
inconsistent with this Article VIII. The Jabber Council shall keep regular
minutes of its proceedings and report the same to the Board." We haven't
been doing this (in fact the Council hasn't really been holding official
meetings at all, which is a problem IMHO), so we need to start doing so.

8. Section 10.1 specifies that "The accounting year of the Corporation
shall be fixed by resolution of the Board of Directors." But I don't
recall that this was ever done officially. Perhaps I missed this at the
beginning? If it hasn't been done, we need to add it to the agenda for the
annual Board meeting.

9. Section 10.6 specifies that " Section 10.6 Audit. The Board of
Directors shall cause the books and records of account of the Corporation
to be audited by certified public accountants, to be selected by the Board
of Directors, at least once in each fiscal year and at such other times as
it may deem necessary or appropriate." While we do have a bookkeeping
service, we have not performed an official audit and the advice I received
from accounting professionals was that this is not necessary, since it
will introduce additional expenses with no real benefit. Thoughts?

That's it for now.... :)


Peter Saint-Andre
Jabber Software Foundation

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