Peter Saint-Andre stpeter at stpeter.im
Thu Nov 7 02:52:13 UTC 2019

On 11/6/19 5:05 PM, Maxime Buquet wrote:
> On 2019/11/04, Alexander Gnauck wrote:
>> I've started proxy voting via xmpp:memberbot at xmpp.org on our annual board &
>> council applications listed here:
>> https://wiki.xmpp.org/web/Board_and_Council_Elections_2019
>> I propose that we continue the proxy voting until the close of business on
>> November 20th, and hold a meeting on November 21st to formally approve the
>> voting results.
>> The meeting particulars are:
>> * Date: 2019-11-21
>> * Time: 19:00 UTC
>> * Location: xmpp:xsf at muc.xmpp.org?join
>> Objections?
> I have two agenda items to propose.
> - It popped up in a chat in the xsf@ channel, §3.3 of the Bylaws says
>   that members can request a Special Meeting "in writing". This is
>   probably not an issue but I thought it might be good to be a bit more
>   explicit and mention electronic communication like in other places,
>   and so I propose the wording in xmpp.org#630[0].

Bylaws §5.10 (Rules of Procedure) states:


The Board of Directors may adopt or establish rules of procedure for
conducting meetings provided such rules are not inconsistent with the
Corporation’s Certificate of Incorporation, these Bylaws or Delaware law.


Thus it's not clear to me that we actually need to amend the bylaws here.

However, you are correct that the Bylaws are inconsistent about the
meaning of "in writing" and often, but not always, mention that
electronic communication is an acceptable alternative to communication
"in writing". Making the Bylaws consistent in this regard, and in favor
of always accepting electronic communication, would be good.

> - Typo in §3.13, fixed in xmpp.org#631[1].

IMHO typographical errors do not necessitate a vote of the membership.

> §3.12 seems to say that 5% of members need to approve these items before
> they are submitted to a vote. What happens now?

5% of members say "+1" on this list and then the item gets added to the
agenda. If it's too late to do so for the annual meeting, we can hold a
special meeting (for which voting could also occur via memberbot). This
is consistent with how in the past we have handled changes to the Bylaws.


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