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Re: Draft bylaws are now available

From: Josh Berkus <josh(at)agliodbs(dot)com>
To: pgus-general(at)postgresql(dot)org
Cc: "David E(dot) Wheeler" <david(at)kineticode(dot)com>, "Joshua D(dot) Drake" <jd(at)commandprompt(dot)com>
Subject: Re: Draft bylaws are now available
Date: 2008-06-16 18:31:05
Message-ID: (view raw, whole thread or download thread mbox)
Lists: pgus-general
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 

Again, it all seems pretty clear to me.  


Josh Berkus
PostgreSQL @ Sun
San Francisco

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