Dave Cridland dave at cridland.net
Thu Nov 7 09:22:57 UTC 2019

On Thu, 7 Nov 2019 at 02:52, Peter Saint-Andre <stpeter at stpeter.im> wrote:

> 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.

My understanding of the bylaws suggests that 5% figure is for adding things
to the agenda of an existing meeting (§3.12), whereas calling for a special
meeting takes 10% (§3.3). There is no "too late", since the notice
requirements only affect a meeting, and not the agenda.

So to add an agenda item to an existing meeting at any time before its
adjournment requires 3 members (5% of 53) and then needs a majority of the
members present at the meeting to vote for it to pass.

This then hinges on how those who have submitted a proxy vote
electronically are then considered. There are three possibilities:

a) They are considered to have withdrawn from the meeting subsequent to
their proxy vote having been executed as per their electronic request. In
other words, it's as if they voted via the memberbot and then left the
meeting. This then triggers §3.8 para 2, which says that this doesn't
affect Quorum and a plurality (simple majority) of those present still
carries the motion.

b) They are considered to be present but abstaining from further voting, in
which case because our voting mechanism is an "affirmative vote of a
majority of the Members represented at the meeting and entitled to vote on
the subject matter", then the mass abstentions would prevent anything from
passing. For election of a Director this is curiously different, as a
plurality of the votes cast is all that's required, so we can always vote
in Directors if there's a slot for one.

c) They are considered to be present but have granted a proxy vote to the
Secretary for the entirety of the meeting (and merely directed how that
vote should be cast in one motion). In this instance, the Secretary can
essentially control the outcome of the motion.

This is all dangerous territory, and we've only had to do this once, when
the bylaws we had then placed us in an awkward position which required a

That time, those present decided to allow the motion to be carried by those
present, following interpretation (a) above. While the option we chose was
the minimal we could (and didn't involve changing the bylaws), it was quite
controversial of course.

Personally, I think the fairest outcome is still (a), and that moreover we
avoid doing this kind of thing if at all possible, and if we are compelled
to by circumstance, ensure a minimal resolution that doesn't bind us to
precedent (ie, don't change the bylaws). But it does mean that it's
advisable to turn up to the meeting in person if you can.

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