[Members] minutes of XSF Annual Meeting, 2009-10-06

Peter Saint-Andre stpeter at stpeter.im
Tue Oct 6 16:18:23 CDT 2009

Hash: SHA1

This message comprises minutes of the Annual Meeting of the XSF, just
completed. As those of you who were there know, it was very interesting!
A full transcript is here:


And the agenda is here:


The meeting began at 19:01 UTC.

Topic 1. Call for Quorum

A quorum was established via proxy voting, with 39 members voting by
proxy via memberbot. In addition, about 17-19 members attended in real
time in the foundation at conference.jabber.org room.

Topic 2. Items Subject to a Vote

Topic 2a. Board Election
Topic 2b. Council Election

Topic 3. Opportunity for XSF Members to Vote in the Meeting

No members voted during the meeting, since all members in attendance had
previously voted via memberbot.

Topic 4. Announcement of Voting Results

Topic 4a. Board Election

Jack Moffitt	Yes 36, No 3
Will Sheward	Yes 32, No 7
Florian Jensen	Yes 30, No 9
Nicolas Verite	Yes 24, No 15
David Banes	Yes 23, No 16
Mickaël Rémond	Yes 23, No 16

This vote was inconclusive, see below.

Topic 4b. Council Election

Dave Cridland	Yes 32, No 7
Remko Tronçon	Yes 27, No 12
Kevin Smith	Yes 26, No 13
Matthew Wild	Yes 24, No 15
Ralph Meijer	Yes 23, No 16
Fabio Forno	Yes 20, No 19
Nathan Fritz	Yes 20, No 19
Jack Moffitt	Yes 19, No 20

Therefore the Ninth XMPP Council shall consist of Dave Cridland, Remko
Tronçon, Kevin Smith, Matthew Wild, and Ralph Meijer.

Continuation of Topic 4a....

As noted, the Board vote was inconclusive. There are two reasons for this:

1. The Membership agreed to limit the number of Board members to 5.
2. There was a tie for the fifth position.

Because the XSF Bylaws do not specify procedures for dealing with tie
votes, the members present in the meeting had to make some decisions.

The first decision was whether to try for a conclusive outcome during
the Annual Meeting or to postpone a decision to a future meeting. A
majority of the XSF members present voted to resolve the issue in the
Annual Meeting.

Next the XSF members present debated how to proceed. Three different
options were proposed (where by "top" is meant "receiving the most votes"):

1. Select all 6 Board candidates
2. Select the top 4 Board candidates
3. Select the top 3 Board candidates

The sense of the XSF members present was that Option #1 would result in
a Board with an even number of Board members and that it would have more
than 5 Board members (as preferred by the XSF membership), that Option
#2 would result in a Board with an even number of Board members, and
that Option #3 would result in a Board with an odd number of Board
members. However, the XSF members present also expressed a desire to
have a Board with 5 Board members. Therefore the XSF members present
also discussed whether to vote in 3 or 4 Board members, then instruct
the Board to fill the 2 or 1 open slots in accordance with the Bylaws
(Section 4.7). The XSF members present decided that this was too complex
for deciding during the meeeting, and to remand this question to the XSF

After much discussion, the XSF members present voted on whether to
(perhaps temporarily) specify the number of Board members at 3 and
therefore to accept the top 3 Board candidates as the Board. 11 members
voted in favor, 2 abstained, and none voted against (out of a quorum at
that time of ~19 members).

Therefore the XSF membership has chosen to seat Jack Moffitt, Will
Sheward, and Florian Jensen as the Ninth Board of Directors of the XSF.

Topic 5. Other Business


Topic 6. Formal Adjournment

The meeting adjourned at 19:59 UTC.


Clearly the outcome of this meeting leaves some unresolved issues:

1. Whether to increase the number of Board members back to 5 as
preferred by the XSF membership in a previous mailing list thread.

2. If the Board number is increased to 5, how to select the other 2
Board members (e.g., by the Board itself in accordance with the rule in
Section 4.7 of the Bylaws, or by the membership in a future meeting).

3. How exactly to change the Bylaws to avoid such an outcome in the
future (e.g, tie-breaking rules).

However, it is not the place of this message to address those issues,
which I am sure will be discussed on this list, in groupchat rooms, and
in future official meetings of the XSF.

I'd like to thank all the XSF members who participated in this meeting,
which was quite civil and productive in the face of a rather confusing


- --
Peter Saint-Andre

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