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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4 On 2008.09.03 00:07, Robin H. Johnson wrote:
5 > Per the adopted bylaws:
6 > > Section 3.12. Action by Members Without a Meeting.
7 > > Any action required to be taken or which may be taken at any annual
8 > or special
9 > > meeting of members of the foundation, may be taken without a
10 > meeting, without
11 > > prior notice and without a vote, if a written consent setting forth
12 > the action
13 > > so taken shall be signed by members having not less than the
14 > minimum
15 > number of
16 > > votes that would be necessary to authorize or take such action at a
17 > meeting at
18 > > which all members entitled to vote thereon were present and voted;
19 > provided,
20 > > however, that no written consent shall be effective unless such
21 > consent
22 > > 1. bears the date of signature by each member signing such
23 > consent
24 > and
25 > > 2. is delivered to the foundation within sixty (60) days of the
26 > date on which the earliest consent was delivered to the foundation.
27 > > Prompt notice of the taking of the corporate action without a
28 > meeting by less
29 > > than unanimous written consent shall be given to those members who
30 > have not
31 > > consented in writing.
32 >
33 > Question 1:
34 > #3.9 defines quorum for meetings of members as one third of all
35 > members
36 > entitled to vote. Is that same quorum applicable to #3.12 (as it's
37 > not
38 > a
39 > meeting)?
40
41 The concept of quorum does not apply to Section 3.12. Action by Members
42 Without a Meeting. The key words are
43 <quote>
44 at a meeting at which all members entitled to vote thereon were present
45 and voted
46 </quote>
47
48 Thus a simple majority of all members is required for action by members
49 without a metting.
50
51 >
52 > Question 2:
53 > "written consent" - does IRC qualify as written consent given that
54 > it's the
55 > meeting medium as well?
56
57 If its still Section 3.12, then sub para 1 states.
58 "bears the date of signature by each member signing such consent"
59 signing here means each members cryptographic signature, so an email
60 would have to be passed round to produce a single document or each
61 member would have to email the Foundation separately.
62
63 >
64 > --
65 > Robin Hugh Johnson
66 > Gentoo Linux Developer & Infra Guy
67 > E-Mail : robbat2@g.o
68 > GnuPG FP : 11AC BA4F 4778 E3F6 E4ED F38E B27B 944E 3488 4E85
69 >
70
71 - --
72 Regards,
73
74 Roy Bamford
75 (NeddySeagoon) a member of
76 gentoo-ops
77 forum-mods
78 treecleaners
79 trustees
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