[Elections] Filling Vacancy

Mon Sep 22 20:48:41 UTC 2008

Yoshiki,

Could you submit the following to the Leadership Council and get an opinion
from the SFLC?  I'd like to submit this to the community if everyone
approves it in January.

Because it is a change to the Bylaws it will require a 2/3 vote and take 2
months to complete and since our election is in February I would suggest
that we leave the Vacancies, adopt these changes to the Bylaws in the next
regular election, and then we have a path forward if this happens in the
future.  

I understand that we have not yet signed up with the Software Freedom
Conservancy but I would think that these Bylaws could be adopted by the
community and that they could be included in the Bylaws that we are
considering with the conservancy.  

Everyone's thoughts suggestions are welcomed!

Thanks,
Ron Teitelbaum

1 Leadership Council

1.1 Powers. Subject to the limitations of the Articles and Bylaws, and
subject to the duties of directors as prescribed by the Bylaws, the business
and affairs of the Corporation shall be managed by and under the direction
of the Leadership Council. The Leadership council may exercise all powers of
the Corporation which are not specifically reserved to the Conservancy or
the Members by these Bylaws, including but not limited to the power to
select and remove all officers, agents, employees and contractors, and to
fix reasonable compensation therefor, to authorize and empower officers or
agents to enter into contracts and other commitments on behalf of the
Corporation, and to appoint and delegate responsibilities and authority to
committees, officers, and agents.

1.2 Duties. Each Leadership Council member of the Corporation, subject to
the Conversancy control as outlined in the Bylaws, shall supervise and
control the business and affairs of the Corporation. He or she may preside
over leadership meetings, take and maintain the minutes of leadership
meetings.  He or she shall have charge and custody of and be responsible for
the funds and securities of the Corporation within terms set by the
conservancy, may disburse funds when proper to do so, may receive and give
receipts for monies due and payable to the Corporation from any source
whatsoever, and deposit monies and other valuable effects in the name and to
the credit of the Corporation in such depositories as may be designated by
the Conservancy.

1.3 Number of Leadership Council Members. The minimum authorized number of
Leadership Council Members is four (4). The number of Leadership Council
Members to be elected annually is seven (7).  These numbers are subject to
change by a majority vote of the community.  Upon the removal, resignation
or death of more then three (3) of the originally elected Leadership Council
Members a new Election will be held.  Upon successfully electing new
Leadership Council Members the new members will serve for the reminder of
the term plus one full term, skipping the next regular election and serving
until the following scheduled election.

1.4. Election and Term. Each person named in the Articles of Incorporation
as a member of the Leadership Council shall hold office until the completion
of the annual election and until his or her successor shall have been
elected and qualified or until his or her earlier resignation, removal or
death.

The community shall elect Leadership Council Members annually to hold office
until the next succeeding annual election. Each council member shall hold
office for the term for which he or she is elected and until his or her
successor shall have been elected and qualified or until his or her earlier
resignation, removal or death.

1.5 Resignation and Removal of Leadership Council Members.  A Leadership
Council Member may resign at any time upon written request to the
Corporation. Furthermore, any council member or the entire Leadership
Council may be removed, with or without cause, by a vote of the majority of
the community entitled to vote for the election of the Leadership Council.  

Leadership Council Members that miss more then 4 meetings shall be deemed to
have resigned their position unless an absence is excused by a two-third
(2/3) vote of a Quorum of the Leadership Council attending the meeting at
which the member is absent.

The Leadership Council should be allowed to remove one of its members by 2/3
vote of a quorum.  The person being asked to leave should be notified have
the opportunity to be heard by a meeting of the Leadership Council and to
voice their concerns to the community at least one (1) week prior to a vote.
The Leadership Council can vote for removal, sanctions, or some other form
of reprimand but once the vote is cast the results are final.

1.6 Vacancies. Any vacancy occurring in the Leadership Council may be filled
by the affirmative vote of a majority of the remaining council members with
a minimum of a majority of votes of originally elected Leadership Council
Members.  At least four (4) votes which make up a majority of seven (7)
elected members would be required in this example. A Leadership Council
Member elected to fill a vacancy shall hold office only until the next
election of directors by the members.

1.7 Time and Place of Meetings. Annual meetings of the Leadership Council
shall be held immediately following the annual election each year. Regular
meetings of the Leadership Council shall be held at such time and place as
may from time to time be approved by the Leadership Council. Special
meetings of the Leadership Council for any purpose or purposes may be called
at any time or place by two (2) or more of the Leadership Council Members
then in office. Notice of the time and place of each meeting of the Board of
Directors not fixed by an express provision of the Bylaws or by a standing
resolution of the Leadership Council shall be given to each Council Member
not less than two (2) days before the date of the meeting. Such notice may
be given personally or by telephone, telegraph, facsimile, electronic mail,
or first-class mail.

1.8 Participation by Telephone. The Leadership Council may permit any or all
directors to participate in a regular or special meeting by, or conduct the
meeting through, use of any means of communication by which all directors
participating may simultaneously hear each other during the meeting. A
director participating in a meeting by this means is deemed to be present in
person at the meeting.

1.9 Quorum. A majority of the full number of the Leadership Council shall
constitute a quorum for the transaction of business. The act, decision, or
vote of a majority of the directors present at a meeting at which a quorum
is present shall be the act of the Leadership Council unless a minimum
number of votes is required under these Bylaws for a particular action.

1.10 Action Without a Meeting. Any action required or permitted to be taken
at a meeting of the Board of Directors may be taken without a meeting if all
the members of the board consent in writing to such action. The action shall
be signed by each director and filed with the minutes of the proceedings of
the Board. Action taken hereunder is effective when the last director signs
the consent, unless the consent specifies an earlier or later effective
date. Such consent shall have the same effect as a unanimous vote.

1.11 Advisory Board. The Board of Directors may establish an Advisory Board
to be comprised of one or more individuals chosen by the Leadership Council
at its sole discretion. The Leadership Council shall not be bound by any
advice or decision of the Advisory Board. The members of the Advisory Board
shall not have the rights or privileges of the Leadership Council or members
as set forth in the Bylaws and shall have no power or authority over the
operation of the Corporation. A member of the Advisory Board may be removed
at any time by the Board of Directors, with or without cause.

1.12 Neither the Conservancy, nor the Leadership Council is empowered to
change the ByLaws of the Corporation.  Changes to the ByLaws require a
two-thirds vote of the community and must be considered for at least one (1)
month prior to a vote, the vote to be held open for one (1) month.

> -----Original Message-----
> From: Ron Teitelbaum [mailto:Ron at USMedRec.com]
> Sent: Thursday, September 11, 2008 9:58 AM
> To: 'goran at krampe.se'; 'Yoshiki Ohshima'; 'ken at kencausey.com'
> Cc: 'elections at lists.squeakfoundation.org'
> Subject: RE: [Elections] Filling Vacancy
> 
> Hi All,
> 
> I spent some time talking to some other foundations to ask their opinion.
> I got some very good advice.  I'd like to spend some time writing up
> something that we can use as a framework and then have Yoshiki run it by
> the board and our legal team to clean it up.  Then I would suggest we
> submit it to the community to get approval or to have it voted down and
> start over.  I think this may be the least painful option.
> 
> The main concepts are:
> 
> 1) The Board should be able to fill vacant seats for the interim period as
> long as a majority of the board elected by the community still exists.  If
> we loose more then 3 of the original elected board then a new election to
> replace everyone is called.  The new members will serve out the reminder
> and the next year.
> 
> 2) New members are to be approved by a majority vote of the entire board
> including vacant seats which means that in order to pick a new member you
> currently need 4 votes.  In the event that a 4 vote majority can not be
> reached the post remains vacant until the next election.
> 
> 3) The Board is not allowed to change the bylaws.  I think that this is
> already true with the Software Freedom Conservancy.  But we should have
> this written in stone.  ByLaws are only changeable by a vote from the
> community.
> 
> 4) The Board should be allowed to remove directors by 2/3 vote of a
> quorum.  The person being asked to leave should be notified have the
> opportunity to be heard by a meeting of the board and to voice their
> concerns to the community at least 1 week prior to a vote.  The Directors
> can vote for removal, sanctions, or some other form of reprimand but once
> the vote is cast the results are final.
> 
> 5) The Board can be dissolved at any time by a majority vote of the
> community and a new election is held.
> 
> I'd like to make this more formal and get approval from the Conservancy
> before presenting it to the community.
> 
> Thoughts?
> 
> Ron
> 
> > -----Original Message-----
> > From: elections-bounces at lists.squeakfoundation.org [mailto:elections-
> > bounces at lists.squeakfoundation.org] On Behalf Of Göran Krampe
> > Sent: Thursday, September 11, 2008 9:02 AM
> > To: Ron at USMedRec.com
> > Cc: elections at lists.squeakfoundation.org
> > Subject: RE: [Elections] Filling Vacancy
> >
> > Hi all!
> >
> > Ok, found some time to glance this through, here are my reflections on
> the
> > matter and proposal on how to proceed:
> >
> > > Hi Yoshiki,
> > >
> > > Thank you again for your service to our community.  I think we need to
> > do
> > > something to replace both board members.
> >
> > Generally I agree with that, more below.
> >
> > > There are no formal ways to handle this but it is my understanding
> that
> > we
> > > need to come up with something formal in order to be accepted to the
> > > Software Freedom Conservancy program.  Although I could be remembering
> > > that
> > > wrong, I believe it was in the contract that Craig sent out for
> review.
> >
> > I have not read it. I leave the task to check that to the board (I don't
> > like the word "Leadership", sorry).
> >
> > > My suggestion would be to allow this to be discussed publicly since
> > there
> > > is
> > > no formal policy.  It would be a good chance for us to all agree what
> > the
> > > policy should be.  I would be happy to propose this to the community
> or
> > we
> > > could have Göran do it.
> >
> > Mmmm, my time is a bit scarce right now - last night's hacking emptied
> my
> > "hack-during-nights-account". :)
> >
> > So I leave it in your hands (Ron or Ken) to post to squeak-dev and get
> the
> > thread going - feel free to copy/pase/edit from this post, see below.
> >
> > > I think we can simply present a timeline for deciding on our options.
> >
> > Yes, be careful in selecting the subject line so that people notice the
> > thread - and set a timelimit to... 2 weeks? Should be enough to give us
> > enough "fodder" to make some kind of decision - if of course the
> decision
> > is ours to make - one could argue that it is up to the board too. Hehe,
> > well, that meta-question can be part of the thread too.
> >
> > >  I
> > > think there are some problems with just selecting from the list of
> > members
> > > that ran last year.  Situations may have changed and some people, not
> > > having
> > > received enough votes to be elected, may not want to server now.  That
> > > could
> > > be difficult.  How far do we go down the list?  Also there may be some
> > > very
> > > active members that are better prepared to serve in the interim
> > position.
> > > There may also be some that agree that we should not replace anyone
> but
> > > just
> > > wait for the next election.
> > >
> > > There is still 6 months until the next election so I think it would be
> > > good
> > > to replace both members.  What does everyone think?
> >
> > I presume we have these options to pick from:
> >
> > 1. Do nothing. This option needs to have a minimum limit on number of
> > board members before a whole re-election kicks in. IMHO a full re-
> election
> > would be logical in that case. Given our "lack" of activity this seems
> > less optimal to me.
> >
> > 2. Fill empty seats in a whole open fashion not favoring runners up from
> > previous election result. There are pros and cons of course, it is
> "fair"
> > in its simplicity and it offers a bigger palette of people etc etc. The
> > con would be ... well, not sure I see a con actually - the runners up
> > would still be "obvious picks" anyway. This would be my personal choice
> at
> > this time I think.
> >
> > 3. Fill empty seats focusing on runners up *first* and then openly only
> if
> > those "run out". I personally think there may be more problems with this
> > option than there are benefits. Let's say there is an obvious very
> active
> > choice in the open - and a very passive person who was runner up. Would
> > that seem fair?
> >
> > 4. Fill empty seats only using runners up and if those run out - move to
> > option #1 above. This would be the "respect the election"-option I
> guess,
> > but I personally feel it is a bit restrictive. After all, we only sit 1
> > year at a time - not 4. :)
> >
> > I can not see any more options - can you? Finally we also need to
> "decide"
> > if the decision we will make in say 2 weeks of time after the discussion
> > on squeak-dev is ours to make (Election team with me as leader) or if it
> > is up to the board.
> >
> > > I don't think we should do anything until we hear from Göran.
> >
> > Now you heard :) - feel free to fire the gun at the squeak-dev list on
> > behalf of me/us. And let the mayhem ensue.
> >
> > > Ron Teitelbaum
> >
> > regards, Göran
> >
> > _______________________________________________
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