[Members] proposed changes to the Bylaws

Peter Saint-Andre stpeter at stpeter.im
Mon Nov 2 17:32:50 CST 2009


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Seeing no objections, I take it that these proposed changes are
acceptably worded and that Alex will include these in the memberbot
voting. I'll work with him to structure the questions appropriately (by
my count there are five items for a vote and each item should show the
current text and the proposed text, as shown below).

/psa

On 10/30/09 2:54 PM, Peter Saint-Andre wrote:
> 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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