Re: Draft bylaws are now available

On Jun 16, 2008, at 12:58, Joshua D. Drake wrote:

>> 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.

From what I understand, the main thing that attorneys need to do in
documents like this is to make sure that everything is very clear and
that there are no ambiguities. If something can be read different ways
because there are commas missing, it's not good attorney speak.

>
>> 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).

I don't remember seeing that anywhere, but it might have been in one
of the sections where my eyes glazed over…

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

I'm okay with two. Three would be even better. ;-)

Best,

David