[Members] a clarification

Peter Saint-Andre stpeter at stpeter.im
Wed Oct 7 14:39:06 CDT 2009


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I have received several questions from XSF members about the outcome of
the Annual Meeting. I thought I had made this clear in the meeting
minutes I sent out, but it appears that I did not because I assumed too
much context from the meeting itself. Therefore I shall attempt to
clarify the outcome.

According to the Bylaws <http://xmpp.org/xsf/docs/bylaws.shtml>, the
membership must elect a Board of Directors and an XMPP Council at its
Annual Meeting.

The membership successfully elected a permanent Council (i.e., a Council
that can serve the entire term from October 2009 through September 2010).

The membership did not successfully elect a permanent Board, because:

1. The membership had a consensus to elect 5 people to the Board (not
formalized in the Bylaws, but that is a separate issue).

2. There was a tie for the 5th spot on the Board.

3. The members present in the chatroom, who together formed a quorum
according to the Bylaws, attempted to find a solution to the tie.

4. The members considered several options:

4.a. Defer the decision until later by starting a new election process
and holding a second Annual Meeting. This option was deemed problematic
because the membership was supposed to seat a Board to replace the 8th
Board that was elected on 2008-10-02 and that served until the Annual
Meeting held on 2009-10-06.

4.b. Choose one of the tied candidates for the 5th spot. This option was
rejected because we had no way to randomly choose one of the candidates.

4.c. Temporarily decrease the number of Board members from 5 to 4 or 3
so that the membership could seat a Board with 4 or 3 members, with the
expectation that the Board would then increase its size from 4 or 3 to 5
and fill the vacancy or vacancies in accordance with the rules defined
in the Bylaws (Section 4.7) or through a second vote of the membership.
This option was further discussed in the meeting, resulting in the
following options:

4.c.i. Temporarily decrease the Board size to 4. This option was
rejected because of concerns about more tie votes, this time on the
Board instead of within the membership (tie votes were a significant
concern in the meeting, given the cause for the problem that the members
present were trying to solve in the first place!).

4.c.ii. Temporarily decrease the Board size to 3. This option was accepted.

As a result of making decision 4.c.ii, the membership seated Jack
Moffitt, Will Sheward, and Florian Jensen (the top three vote-getters)
as the Board of Directors, with the understanding that (a) the seated
Board would contain *merely* those 3 people only on a *temporary* basis
and (b) the newly-seated Board would work quickly to increase the size
of the Board back to 5 (the stated preference of the membership) and
choose the other 2 Board members either in accordance with the Bylaws
(Section 4.7) or through a second election that would either choose an
entirely new Board or choose only the additional 2 Board members.

The newly-seated Board of Directors met earlier today to propose a way
forward, and Jack Moffitt will post to this list soon regarding their
proposal (because I am not a member of the Board, it is not my place to
report on their consensus proposal).

I hope this message clarifies where we stand. I realize that the
situation is a bit confusing and I hope that we will be able to avoid
any such problem in the future, but I think that all the people involved
have worked in good faith (both in the Annual Meeting and in the Board
meeting earlier today) to resolve the issue as quickly as possible in
ways that comply fully with the Bylaws.

Your patience is appreciated.

Peter

- --
Peter Saint-Andre
https://stpeter.im/


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