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Re: Draft bylaws are now available

From: "Joshua D(dot) Drake" <jd(at)commandprompt(dot)com>
To: "David E(dot) Wheeler" <david(at)kineticode(dot)com>
Cc: pgus-general(at)postgresql(dot)org
Subject: Re: Draft bylaws are now available
Date: 2008-06-16 17:58:22
Message-ID: 1213639102.31292.53.camel@jd-laptop (view raw or flat)
Thread:
Lists: pgus-general

On Wed, 2008-06-11 at 11:10 -0700, David E. Wheeler wrote:
> Okay, I have a bunch of comments from a thorough reading of the  
> bylaws. First, though a couple of things to take into consideration as  
> you process my comments and questions:

> 
> They also refer to "the Articles of Incorporation." Where are these?  
> Not saying I want to read them, mind (they can be miles long), but the  
> should be available for perusal too, no?
> 

They are filed with the state of Oregon. If you search here:

http://egov.sos.state.or.us/br/pkg_web_name_srch_inq.login

With the name postgresql we come up. I will make sure we get a PDF copy
of the actual articles up on the website. As a note, that articles are
bare, really bare. As in... they say our purpose is to become a non
profit per the IRS code xxx... that's about it.

> Can board of directors meetings be virtual, or must they be face-to- 
> face? If they can be virtual, how can that be arranged under the rules  
> of the bylaws?

Consent can be done virtual (meaning everyone agrees), otherwise it must
be via phone or physically in person. I need to double check if we can
do the whole IRC meeting thing, but I do remember liking the idea that
real meetings must actually be at least conference calls.

> Section II.8 says "If a quorum is present", even though the preceding  
> sentence says, "Those votes represented at a meeting of members shall  
> constitute a quorum." So it sounds like there is always a quorum, even  
> if only 1 person shows up, and maybe if no one shows up (not sure how  
> that'd work, mind).

For members that would be accurate, however I doubt we would ever have
that issue as there are at least half a dozen trade shows where many of
us see each other.

> 
> Section II.9: Can ballots be electronic, e.g., a Web site you visit to  
> vote?
> 

Yes. 

> Section II.10: Can the consent be by Email? And must it be *all* the  
> members who consent?

For the board, yes. Basically if we have a motion and all agree, that
can be done via email/irc etc.. If one board member does not agree we
must take it to an actual vote which can be done via a phone conference
or physically at the same location or a combination etc...

>  Could one member throw a wrench in the works by  
> not consenting? Also, can proxies handle this, or must it always be  
> individual members?

You can vote by proxy. 

> 
> Section II.11: Sounds like proxies can handle the consent. How can the  
> appointment be received by the Secretary? Email? Snail mail?

Yes.

> 
> Section II.12: This section badly needs some more commas and/or  
> semicolons. They all do, but this one is much worse than the others.
> 

Well it is attorney speak. We didn't write any of this so I have to lean
toward the attorney on his representation of appropriateness of the
language.

> Section III.10: Can resignation be sent via email? How are board  
> members allowed to vote for removal? Must it be at a meeting or by  
> some other method?

A removal would have to be done via a phone or physical meeting.

> 
> Section III.11: Is the majority vote to be a majority of the directors  
> then serving, or the majority of a quorum at a meeting? If the former,  
> how can the vote be conducted other than that a meeting, or must it be  
> at a meeting. 

It is of the quorum of a meeting. As I recall if you do not vote by
proxy, and you don't show -- your vote is considered a yes (I need to
re-read that section).

> Can an outgoing director vote on the person to fill the  
> vacancy that said director is creating?

If the outgoing director is still a director at the time, yes. Although
depending on the circumstances I would assume and abstain would be more
appropriate.

> Article V: Except MySQL folks. They're barred. ;-P

If they pay, they are welcome :P

> 
> Article VI.3: Can we have a walrus, instead?

Only if we have two.

Sincerely,

Joshua D. Drake



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