Re: Draft bylaws are now available

Josh, David,

> >> 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).

Actually, it all seems pretty clear to me, and it's not like the above.
First of all:

-- All board votes, unless otherwise noted, are a vote of the Directors
attending a meeting. Directors not attending are not counted.

-- The quorum for a meeting of the *directors* is a majority of the
directors who exist when the meeting starts. Any majority vote by them is
an Act of the corporation. Thus, the minimum number of votes required to
pass an act with 7 directors would be 3. It would never be less than 2.

-- Meetings of members have no discernable quorum. It's whoever shows up.

-- Amendments to the bylaws require a majority of *sitting* directors, not
just those in attendence at the meeting.

-- Proxies only apply to meetings of the *members*, i.e. the Annual
meeting.

Again, it all seems pretty clear to me.

--
--Josh

Josh Berkus
PostgreSQL @ Sun
San Francisco