[foundation-web/bylaws] bylaws: Ensure that no more than 40% of the Board can be non-Members

[Robert McQueen <ramcq src gnome org>]

commit 80d964b0b882a1b4fea5a8a53359f280819e1c08
Author: Robert McQueen <ramcq gnome org>
Date:   Fri May 6 14:08:58 2022 +0100

    bylaws: Ensure that no more than 40% of the Board can be non-Members

 foundation.gnome.org/about/bylaws.rst | 5 +++++
 1 file changed, 5 insertions(+)
---
diff --git a/foundation.gnome.org/about/bylaws.rst b/foundation.gnome.org/about/bylaws.rst
index 73c1e2c..4937d83 100644
--- a/foundation.gnome.org/about/bylaws.rst
+++ b/foundation.gnome.org/about/bylaws.rst
@@ -516,6 +516,11 @@ Number and Qualification of Directors
         relationship with an entity; or who own at least 1\% of the equity or debt, or derivatives
         thereof, of an entity.
 
+4.      Directors who are not Members at the time of their election or appointment may not hold more
+        than 40\% of the Board seats, regardless of election results. In the event that any election
+        of directors results in greater than 40\% of the Board being such non-Member directors, the
+        non-Member director receiving the least number of votes shall be replaced by the Member
+        nominee receiving the greatest number of votes who was not elected to the Board.
 
 
 Nomination, Election and Term of Office of Directors