[ZF] A clarification in the bylaws could be good.

Jens Vagelpohl jens at dataflake.org
Fri Mar 20 14:26:27 EDT 2009


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On Mar 20, 2009, at 09:30 , Lennart Regebro wrote:

> Third: The suggestions
>
> In any case, the status of this needs to be clarified. Does a majority
> mean a majority of all members, or a majority of members present at
> the meeting? In most cases it's majority present, this needs
> clarification. The exact formulation should be discussed. I suggest
> changing "majority of members" to "majority vote at a annual or
> special meeting" in most cases. If we want it to state that it refers
> to all members, and not those present, we could say "majority of all
> members of the corporation", "majority of all nominated members of the
> corporation", etc.

I just looked through all the places in the bylaws where majorities  
are defined/mentioned. Kuchling was correct, the acts described in  
§4.7 (involuntary conversion to Emeritus Member), §4.8 (reinstatement  
of Emeritus Members) and §4.10 (termination of membership) refer to  
the full foundation membership, and not just a majority of members  
that happen to attend a meeting, even if the meeting reaches a quorum.  
The actions described in §3.9 (member quorum) state that if 1/3 of all  
foundation members attend a meeting, the quorum has been reached and  
they can vote on agenda items using a simple majority. This is true  
for the specifically mentioned directors election as well.

I think the current majority requirements are OK, and it does deal  
with "protecting" certain actions like forcing people out (hijacking)  
by requiring a majority of all existing members.

Speaking about wording, I believe the wording you suggest (e.g.  
"majority of all members of the corporation") is already in place. Was  
there any specific paragraph in the bylaws that you think is not clear?

jens


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