[Members] OFFICIAL MEETING NOTICE: board and council elections

Peter Saint-Andre stpeter at stpeter.im
Tue Sep 15 17:54:45 CDT 2009

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Hi Kev,

On 9/15/09 6:16 AM, 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?

The board will be working on an annual report, to which the Council is
encouraged to contribute a technical update. The model is this:


I've started a page for it here:


> 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.

Yes, that would be helpful information. Unfortunately, I have been
utterly remiss about writing up minutes from the Board meetings.

>> 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.
> """

At the Council's request, in 2003 the Board previously limited the
number of Council members to 5. This was done without changing the
Bylaws. Whether that change needed to be done in the Bylaws is another
matter. This was done to reduce confusion about the election process. I
think it would be good to make this change in the Bylaws, since last
year's election was slightly confusing in regard to the number of Board
members. I would be happy to propose an item for voting by the
membership but it is too late to do that in time for this year's election.

> 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.

I too would prefer that the Board and the Council shall be voted on in
the same way.

> 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. 

It has never been that way.

> Checking the
> list archives on this, although there seemed to be general agreement
> for this change, there was never the required Membership vote.

Again, it is not 100% clear to me that the membership absolutely needed
to vote on affirming the custom in place from the beginning.

However, I agreet that it would be good to align the Bylaws with
reality. Someone will need to propose appropriate items for voting by
the membership, then either call a special meeting of the membership or
fold those items into the next regular meeting (for approving new
applicants), which I expect would happen in October or early November.


- --
Peter Saint-Andre

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