Dave Cridland dave at cridland.net
Thu Nov 7 16:33:21 UTC 2019

On Thu, 7 Nov 2019 at 15:54, Kevin Smith <kevin.smith at isode.com> wrote:

> On 7 Nov 2019, at 09:22, Dave Cridland <dave at cridland.net> wrote:
> 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
>> <http://xmpp:xsf@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]
>> <http://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] <http://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
> resolution.
> 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.
> I think we need to either not be introducing voting items that people
> effectively can’t vote in, or we need to change the expectation that
> memberbot voting and not attending the meetings in person is the norm -
> because regardless of whether one can squint at the bylaws in a particular
> way that means they can justify it procedurally, having member votes that
> most members are practically excluded from isn’t healthy.
I do not find myself in disagreement.

(For anyone who isn't Kev: I agree).

We could say that the agenda of a meeting is fixed before proxy voting is
opened. That does not leave an "escape hatch" available for unforeseen

The simplest fix I can think of leaving such an escape hatch would be to
mandate that motions made after that start of proxy voting can only be
carried by the unanimous vote of those then able to vote. So if there's 8
people present in the meeting, and a new motion is made (and seconded by
two others), all 8 present must vote in favour.

But perhaps we don't need an escape hatch anymore.

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