Gentoo Archives: gentoo-nfp

From: "Robin H. Johnson" <robbat2@g.o>
To: gentoo-nfp@l.g.o
Subject: [gentoo-nfp] Bylaws question - 3.12, actions by members without a meeting: quorum and definition of written consent
Date: Tue, 02 Sep 2008 21:53:58
In Reply to: [gentoo-nfp] Bylaws reviewing from non-trustee perspective by "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 GnuPG FP : 11AC BA4F 4778 E3F6 E4ED F38E B27B 944E 3488 4E85