[Foundation] A Reading of the Bylaws

bauer at michaelbauer.com bauer at michaelbauer.com
Fri Aug 16 14:59:44 CDT 2002

On Fri, 16 Aug 2002, Peter Saint-Andre wrote:

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

I think it just means that you take the top n vote getters, where n is the 
number of board members being elected for the year.  It just means that 
a board member doesn't need to get a majority of the member votes to be 
elected.  So, if you have 100 members and 45 vote for X, 40 for Y, and 35 
for Z, and you're trying to elect 3 board members, then X, Y, and Z are 
elected even if a lot of the other votes went to others, like A, B, ... W.  
It keeps us from having to do a run-off to get majority votes.

> 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
> Council.
> 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?

I'd tend to agree that this isn't really worth the expense.  I think this 
was included as kind of "boilerplate" stuff.  

> That's it for now.... :)
> Peter
> --
> Peter Saint-Andre
> Jabber Software Foundation
> http://www.jabber.org/people/stpeter.html
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Michael Bauer     bauer at michaelbauer.com       http://www.michaelbauer.com

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