[gentoo-nfp] Bylaws question - 3.12, actions by members without a meeting: quorum and definition of written consent

[Robin H. Johnson]

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)?

Question 2:
"written consent" - does IRC qualify as written consent given that it's the
meeting medium as well?

-- 
Robin Hugh Johnson
Gentoo Linux Developer & Infra Guy
E-Mail     : robbat2@g.o
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