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