[foundation-web/bylaws] bylaws: Proposed amendments to allow non-member directors

[Robert McQueen <ramcq src gnome org>]

commit 19e2ebdf48197129c8315e503a30cd28aeb6757d
Author: Robert McQueen <ramcq gnome org>
Date:   Fri Apr 22 16:29:09 2022 +0100

    bylaws: Proposed amendments to allow non-member directors

 foundation.gnome.org/about/bylaws.rst | 22 ++++++++++++----------
 1 file changed, 12 insertions(+), 10 deletions(-)
---
diff --git a/foundation.gnome.org/about/bylaws.rst b/foundation.gnome.org/about/bylaws.rst
index fbcb355..73c1e2c 100644
--- a/foundation.gnome.org/about/bylaws.rst
+++ b/foundation.gnome.org/about/bylaws.rst
@@ -54,7 +54,7 @@
         As Amended on October 22, 2007.
         As Amended on October 31, 2012.
         As Amended on August 24, 2019.
-        
+        As Amended on May XX, 2022.
 
 
 
@@ -501,11 +501,9 @@ Number and Qualification of Directors
         only to eliminate vacancies existing by reason of the death, resignation, removal or
         disqualification of one or more Directors.
 
-2.      A Director shall be a Member.
-
-3.      The number of Directors on October 31, 2012 is seven (7).
+2.      The number of Directors on October 31, 2012 is seven (7).
 
-4.      No organization, corporation or similar entity, or any affiliate thereof, shall hold, directly or
+3.      No organization, corporation or similar entity, or any affiliate thereof, shall hold, directly or
         indirectly, more than 40\% of the Board seats, regardless of election results. In the event that
         any election of directors results in a single entity representing greater than 40\% of the Board,
         than the nominee representing that entity receiving the least number of votes, shall be
@@ -520,8 +518,8 @@ Number and Qualification of Directors
 
 
 
-Election and Term of Office of Directors 
------------------------------------------
+Nomination, Election and Term of Office of Directors
+----------------------------------------------------
 
 1.      For the purpose of staggering the Directors’ terms of office with one-half (1/2) of
         the Board of Directors eligible for election or replacement every two (2) years,
@@ -541,11 +539,15 @@ Election and Term of Office of Directors
                two (2) years as may be necessary to maintain equality in numbers among
                classes of Directors.
 
+2.      A person intending to stand for election as a Director must nominate themselves in writing,
+        and their nomination must be seconded in writing by at least one voting Member in good
+        standing in order for their candidacy to be valid. Candidates for election may not second
+        anyone else's nomination to stand in the same election.
 
-2.      Directors shall be elected by the membership in accordance with the rules set forth on
-        http://foundation.gnome.org/electionrules.html.
+3.      Directors shall be elected by the membership in accordance with the rules set forth by the
+        Membership and Elections Committee.
 
-3.      Each Director shall serve until their successor is duly elected and qualified or until their earlier
+4.      Each Director shall serve until their successor is duly elected and qualified or until their earlier
         death, resignation or removal. No reduction of the authorized number of Directors shall have
         the effect of removing any Director before that Director's term of office expires.