[Members] OFFICIAL MEETING NOTICE: board and council elections

Kurt Zeilenga Kurt.Zeilenga at Isode.com
Tue Sep 15 08:46:50 CDT 2009

My view on board size can be set (by member vote, possibly by board  
vote), BEFORE elections, to the desired size of the incoming board so  
long as it's between 3 and 7.  If it setting it to, say 5, and there  
are 7 candidates, the 5 with the most votes win.  That's "plurality"  
as required by the by-laws.

Council size is not limited by the by-laws, hence the size can be set  
BEFORE elections to any size.  Here, a MAJORITY of votes is requires.

-- Kurt

On Sep 15, 2009, at 1:16 PM, Kevin Smith wrote:

> 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
> change.
> 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.
> /K

More information about the Members mailing list