[Members] OFFICIAL MEETING NOTICE: board and council elections

Kevin Smith kevin at kismith.co.uk
Tue Sep 15 07:16:42 CDT 2009

On Mon, Sep 14, 2009 at 9:16 PM, Alexander Gnauck <gnauck at ag-software.de> wrote:
> I've started proxy voting via xmpp:memberbot at jabber.org on the board and
> council elections listed here:
> http://wiki.xmpp.org/web/Board_and_Council_Elections_2009

Thanks for the hard work as always, Alex.
While it's easy to see what happened on Council and if anyone has a
habit of not turning up to meetings etc., it's not so easy for Board -
is it possible for us to have some summary of the Board year, please?
I'd be interested in knowing if there are any Board members that don't
turn up to meetings (with or without apologies) especially more than
once in the term, for being sure about my votes.

> In the last board meeting the current XSF board decided that the board will
> be restricted to 5 members for the next term.

I don't object to this, but it's worth noting Kurt's previous mail
that the XSF board size is already fixed at between 3 and 7 by the
Bylaws, and for the board to change this (or any other bylaws), they
require a vote of a majority of the membership. Or, at least, that's
how I read it.:
The Corporation's Certificate of Incorporation and Bylaws may be
altered, amended or restated by the Board of Directors to omit or
include any provision which could be lawfully omitted or included at
the time of such amendment, provided that the Members of the
Corporation shall approve all such amendment(s) before the same shall
become effective. Any number of amendments, or an entire revision or
restatement of the Certificate of Incorporation or these Bylaws, may
be voted upon at a meeting of the Board of Directors, by action in
writing or by means of electronic communication where due notice of
the proposed amendment has been given and shall be adopted upon the
affirmative vote of not less than a majority of all Directors entitled
to vote on the proposed amendment or revision, and upon the approval
of not less than a majority of the Members voting.

What this means, at the moment, the Board will then consist of those
members that had the most votes (up to seven) - in fact, the Bylaws
elsewhere say that each member should be able to vote in favour of
each applicant if they wish. If the board are proposing a Membership
vote on an amendment to the bylaws that limits this to 5 people on
Board, I'll likely be in favour of it - so I'm not stirring up
trouble, I'm just suggesting we follow our laws in making the proposed

While the Board's proposing these changes, it might be worth proposing
changes for the other inconsistency that Kurt found, so that the
voting for council is consistent with the Bylaws (or, rather, Bylaws
are consistent with how we vote for Council). At the moment (by our
Bylaws) I believe the size is unbounded, and any applicant receiving a
majority of votes will be accepted, and that each Member may vote for
as many (or few) Council applicants as they wish - which hasn't been
the way we've operated for as long as I can remember. Checking the
list archives on this, although there seemed to be general agreement
for this change, there was never the required Membership vote.


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