Gentoo Archives: gentoo-nfp

From: Roy Bamford <neddyseagoon@g.o>
To: gentoo-nfp@l.g.o
Subject: Re: [gentoo-nfp] Bylaws question - 3.12, actions by members without a meeting: quorum and definition of written consent
Date: Wed, 03 Sep 2008 17:17:30
Message-Id: 1220462239.3014.1@spike
In Reply to: [gentoo-nfp] Bylaws question - 3.12, actions by members without a meeting: quorum and definition of written consent by "Robin H. Johnson"
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On 2008.09.03 00:07, Robin H. Johnson wrote:
> Per the adopted bylaws: > > Section 3.12. Action by Members Without a Meeting. > > Any action required to be taken or which may be taken at any annual > or special > > meeting of members of the foundation, may be taken without a > meeting, without > > prior notice and without a vote, if a written consent setting forth > the action > > so taken shall be signed by members having not less than the > minimum > number of > > votes that would be necessary to authorize or take such action at a > meeting at > > which all members entitled to vote thereon were present and voted; > provided, > > however, that no written consent shall be effective unless such > consent > > 1. bears the date of signature by each member signing such > consent > and > > 2. is delivered to the foundation within sixty (60) days of the > date on which the earliest consent was delivered to the foundation. > > Prompt notice of the taking of the corporate action without a > meeting by less > > than unanimous written consent shall be given to those members who > have not > > consented in writing. > > Question 1: > #3.9 defines quorum for meetings of members as one third of all > members > entitled to vote. Is that same quorum applicable to #3.12 (as it's > not > a > meeting)?
The concept of quorum does not apply to Section 3.12. Action by Members Without a Meeting. The key words are <quote> at a meeting at which all members entitled to vote thereon were present and voted </quote> Thus a simple majority of all members is required for action by members without a metting.
> > Question 2: > "written consent" - does IRC qualify as written consent given that > it's the > meeting medium as well?
If its still Section 3.12, then sub para 1 states. "bears the date of signature by each member signing such consent" signing here means each members cryptographic signature, so an email would have to be passed round to produce a single document or each member would have to email the Foundation separately.
> > -- > Robin Hugh Johnson > Gentoo Linux Developer & Infra Guy > E-Mail : robbat2@g.o > GnuPG FP : 11AC BA4F 4778 E3F6 E4ED F38E B27B 944E 3488 4E85 >
- -- Regards, Roy Bamford (NeddySeagoon) a member of gentoo-ops forum-mods treecleaners trustees -----BEGIN PGP SIGNATURE----- Version: GnuPG v2.0.9 (GNU/Linux) iEYEARECAAYFAki+xp8ACgkQTE4/y7nJvas4qQCglozAjLEOEg+717HC6j50ypTX HDsAoPgJzG+5kT19BhiZT8YDxJezuNQ1 =ajKP -----END PGP SIGNATURE-----