[gentoo-nfp] Re: [gentoo-project] Foundation membership and who can join

[NP-Hardass]

On 10/14/2016 12:33 PM, NP-Hardass wrote:
> On 10/14/2016 12:20 PM, Matthew Thode wrote:
>> On 10/14/2016 10:43 AM, NP-Hardass wrote:
>>> On 10/14/2016 11:15 AM, Rich Freeman wrote:
>>>> On Fri, Oct 14, 2016 at 11:03 AM, Raymond Jennings <shentino@×××××.com> wrote:
>>>>> This is why I oppose mooshing the roles together.
>>>>>
>>>>> An ebuild maintaining nerd/codemonkey type may have little interest in
>>>>> foundation politics, and vice versa.  We should not force them to shoulder
>>>>> roles they don't want.
>>>>>
>>>>> As long as they're willing to play nice with the community, they should be
>>>>> allowed to offer their support in any way they see fit.  I don't think
>>>>> putting vote quotas on anyone is going to help.
>>>>>
>>>>
>>>> It is a valid argument, but it does then lead to the situation where
>>>> we have diverging foundation and dev membership, which means that if
>>>> you post the same question to both groups, you could get different
>>>> answers, and thus conflict.
>>>>
>>>> However, this could be mitigated a great deal if we still purged
>>>> foundation members who are no longer active staff/devs, while keeping
>>>> foundation membership optional for those who are, and if somebody
>>>> loses foundation membership due to not voting they could ask to be
>>>> allowed back in.  Then while somebody might not be voting for who the
>>>> Trustees are, they can't really complain because they need only ask
>>>> for the ability to vote for them, and crisis could be averted.
>>>>
>>>
>>> What exactly are the requirements for quorum as necessitated by NM law?
>>> How do explicit abstains from a vote affect that if they do?   If
>>> explicit abstention is allowed, then make voting completely compulsory,
>>> and those that do not feel that they have a desire to put a filled
>>> ballot forward are required to submit a ballot of abstention.   This
>>> might alleviate some of the concerns of developers being forced to vote
>>> for trustees, while still putting developers in a position where they
>>> have to weigh what degree they wish to weigh in on such a matter.
>>> IANAL, but my suspicion is that the law only mandates that a quorum be
>>> present, not that a quorum vote one way or another.  According to this
>>> document [1], abstentions only affect votes where the
>>> quorum/majority/unanimity is required of *present* voters, thus votes
>>> where only quorum/majority/unanimity of total votes is required,
>>> abstention is removed entirely from the assessment of quorum for the
>>> decision itself.
>>>
>> I think I found it.
>>
>> http://www.sos.state.nm.us/uploads/files/Corporations/ch53Art11.pdf
>> page 93 - 53-11-32
>>
>> I wasn't able to find any info on abstaining.  As far as I could tell a
>> 'rolling quorum' (just those present) can't make decisions.
>>
>> http://www.nmag.gov/uploads/files/Publications/ComplianceGuides/Open%20Meetings%20Act%20Compliance%20Guide%202015.pdf
>>
> My understanding (once again IANAL) of rolling quorum (along with some
> outside reading) is that it is when the discussions for a quorum are not
> held publicly during the meeting, but outside of the public meeting [1]
> "The quorum doesn’t need to be in the same room to hold a meeting; they
> might discuss public business in a series of e-mails or phone calls,
> over several days. This is called a rolling quorum, and it’s illegal
> unless the participants follow all the requirements of the Open Meetings
> Act."
>
> I should note, both of those links, the one from the previous email on
> the Open Meetings Act and [1] might just be for government/public
> organizations and not corporations.  I'm really not sure.  I was just
> doing my best to find something NM related XD
>>> Note, in the document from NM [2], I couldn't find specific reference to
>>> this (and we should speak to a lawyer), but there are some points where
>>> quorum is discussed of present members and some where it is discussed in
>>> relation to the entirety of the body.
>>>
>>> TL;DR: It might be possible to force all to vote, and but permit
>>> abstentions in the case of the trustees election.  This might allow an
>>> easier time aligning the bodies while not forcing developers to forcibly
>>> vote where they might not have an opinion.
>>>
>>> Please note, the above might be worth looking into regardless of whether
>>> we align the voting bodies as it might make achieving a quorum in future
>>> votes more attainable.
>>>
>>>
>>>
>>> Regardless of quorum requirements, if we align the Foundation and Staff
>>> memberships, and make voting compulsory (within a 2 year period), it
>>> might be wise to loosen the voting periods to make it easier for members
>>> to vote, i.e. if voting is open for 2 weeks currently, make it open for
>>> 4 weeks as a month should be ample time to cast a vote, whether it be
>>> abstention (if allowed) or a filled ballot.
>>>
>>>
>>>
>> Altering what constitutes a quorum can only be done by altering the
>> articles of incorporation (as far as I can tell).  We might be able to
>> extend the voting period though.
>>
>
>

As an addendum:  I think these two documents are what we'd want to look
at (For profit and ultimately non-profit corps)

http://www.sos.state.nm.us/uploads/files/Corporations/ch53Art11.pdf
http://www.sos.state.nm.us/uploads/files/Corporations/ch53Art8.pdf

I'll see what I can find in those later.


-- 
NP-Hardass