[Members] XSF Board Minutes 2020-12-04T1700Z

Dave Cridland dave at cridland.net
Fri Dec 4 18:10:52 UTC 2020

Present: Ralph Meijer (Chair), Arc Riley, Severino "Seve" Ferrer de la
Peñita, Dave Cridland
Apologies: Matthew "MattJ" Wild
Floor: Kevin "Kev" Smith, Sam Whited, Georg Lukas, Kim "Zash" Alvefur,
Alexander "Alex" Gnauck

Corrections or clarifications to the minutes are most welcome; these have
not been formally approved.

1. Minute Taker

Arc noted that in the alphabetic rotation, it fell to Dave to do the
minutes. Dave agreed with unbridled enthusiasm.

2. Appointment of Officers

Ralph said he had sent an email to Peter Saint-Andre and Alexander Gnauck
about retaining their positions. Peter responded with "Yes, of course".

Motion by Ralph: "I motion we re-appoint him has Treasurer for the
2020/2021 term"

All present in favour, motion carries.

Alex said he had not received an email (later noting it was in his spam),
but would volunteer again.

Motion by Ralph: I motion we appoint Alex as Secretary for the 2020/2021

All present in favour, motion carries.

3. Voting Process

Dave said that it appeared that the description in the bylaws of how voting
for Board and Council should operate and the Memberbot implementation do
not match. Kev suggested that the only options were to do what the bylaws
say, or else update the bylaws to match what we do.

Sam said he felt that unless a change were needed there was little point in
following the bylaws. Ralph noted that a legal challenge was a possibility
in this case. Zash said that we have enough undocumented lore in the

The issue is that the bylaws say:

Section 3.13 Voting Procedure for Election of Board and Council. Election
of individuals to serve on the Board of Directors and on the XMPP Council
shall proceed as follows. First, the number of individuals to serve on each
body shall be limited beforehand by the Members as specified in Section 4.4
and Section 8.1 of these Bylaws for the Board and Council, respectively.
Second, the Members shall vote on the candidates standing for election in
accordance with Section 3.9 of these Bylaws. Third, the individuals elected
shall be those receiving the highest percentage of votes cast, up to the
limit set by the Members and with the proviso that no individual receiving
less than a majority of votes cast shall be elected. Fourth, in the case of
a tie for the final remaining position, the final individual shall be
chosen in accordance with the procedures defined in “RFC 3797: Publicly
Verifiable Nominations Committee (NomCom) Random Selection” published by
the Internet Engineering Task Force.

This means that in principle, a Member may vote for all the candidates. The
memberbot limits the number of votes a Member has to the number of
positions available, ie, 5.

Alex noted that the 50% rule can definitely be an issue with a large number
of candidates, as potentially none of them might receive more than 50% of
the vote.

Ralph said that the actual voting therefore should be done as we do for the
election of members. Dave proposed an equivalent motion:

Motion by Dave: I motion we change the memberbot to handle Board/Council
votes as a simple y/n for each candidate.

All present in favour, motion carries.

The discussion the moved to the question of whether the previous election
should be considered valid, or re-done. Dave argued that the Board election
was unaffected, whereas Council could potentially be affected. Sam noted
that only he had received less than 50% but would not contest the results.
Dave noted that with the correct voting method, it would be possible for
the order to change, meaning he would not have been elected to Council. Sam

Arc and Ralph both argued that the votes should stand, with Ralph noting
the membership could appeal if they disagreed, and Arc noting that a
previous precedent applied here. Kev argued that Sam's principle of not
making work for ourselves should stand here. Dave argued that the vote
should be redone.

Motion by Arc: I would propose that we just say that we will apply this
going forward

Ralph, Arc and Seve all voted for. Dave voted against.

Ralph requested that the record clearly show that Board recognises that the
Board and Council election hasn't been done in accordance with the XSF
Bylaws (for multiple years) and that Memberbot shall be adjusted to allow
everyone to cast a yes/no vote for each candidate, instead of a maximum of
5 yes votes. If the membership disagrees they may appeal Board's decision
to keep the results nonetheless, noting that Dave voted against.



5 Date of Next

Same time next week.

6 Close

Ralph banged a gavel, though with what, we do not know.
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