Re: Draft bylaws are now available

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