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Re: Draft bylaws are now available

From: "David E(dot) Wheeler" <david(at)kineticode(dot)com>
To: pgus-general(at)postgresql(dot)org
Subject: Re: Draft bylaws are now available
Date: 2008-06-11 18:10:29
Message-ID: (view raw, whole thread or download thread mbox)
Lists: pgus-general
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:

   1. I am not a lawyer.
   2. When someone says I should have been a lawyer, I say, "no, fuck  
   3. I've read a lot of contracts, but only one previous set of bylaws,
      so there is likely a lot of stuff that is implicitly covered  
that I
      wouldn't know about. IOW, I hope my questions aren't *too* stupid.

So, on with my questions and comments:

First: Why do lawyers hate serial commas so? I'm always adding them to  
legal documents.

The Bylaws refer to "the Act", but it is nowhere defined. Where is it?  
What is it? It's mentioned many times, and so seems to have quite an  
impact on the interpretation of the bylaws.

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?

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?

Paragraph II.7.2 is clunky and hard to read. I suggest a comma after  
"the meeting is not lawfully called". And what is the "when presented"  
at the end referring to? It's not clear what's presented. …on re- 
reading, I guess it's the "particular matter." I think I'd change it to:

   or where the member objects to the consideration of a particular  
matter, when said matter is presented, not within the purpose of the  
meeting notice.

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).

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

Section II.10: Can the consent be by Email? And must it be *all* the  
members who consent? Could one member throw a wrench in the works by  
not consenting? Also, can proxies handle this, or must it always be  
individual members?

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

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.

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?

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

Actually, there are a bunch of places that talk about a "majority of  
the directors," but it's not specific whether that means of all  
directors, or a majority of a quorum at a meeting. Perhaps by not  
saying a quorum, it actually does mean all directors?

Section IV.2: It sounds like officers are board members, but since  
board members have a term of 1 year (other than the initial 3 board  
members) and officers have a term of 2 years, there appears to be a  
conflict there. Maybe officers aren't also board members? If they  
aren't, then does the President still preside over board meetings if  
she's not a board member?

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

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

Sorry for those last too. And sorry for the long-winded comments and  
for any questions that just reveal my ignorance of corporate law. :-)



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