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To: gentoo-nfp@g.o
From: Roy Bamford <neddyseagoon@g.o>
Subject: Re: Bylaws question - 3.12, actions by members without a meeting: quorum and definition of written consent
Date: Wed, 03 Sep 2008 18:17:12 +0100
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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
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References:
Bylaws question - 3.12, actions by members without a meeting: quorum and definition of written consent
-- Robin H. Johnson
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