[Elections] Filling Vacancy

[Yoshiki Ohshima]

  Thank you, Ron!

  I'll ask other board members about their opinion, and ask Craig to
contact SFLC, as he has been the contact to the SFLC.

-- Yoshiki

At Mon, 22 Sep 2008 16:48:41 -0400,
Ron Teitelbaum wrote:
> 
> 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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>