Hi, On Do, 2015-11-05 at 16:30 +0100, Tobias Mueller wrote:
On Tue, Nov 03, 2015 at 12:30:24PM +0100, Andreas Nilsson wrote:If I recall correctly, it's not a rule for the board to pick someone based on election results.That's true and false. It's true in the sense that the bylaws do not govern change of affiliation after the election results have been obtained.
Yup, I don't see a provision that states what happens if the affiliation of a director changes either. The only thing handled is if the 40% rules is broken at election time and due to a vacancy. Only in the first case the election results are used, the normal process of electing successor is used. In section 8.4.1 there is a list of reasons that can cause a vacancy, none of them appear to be relevant to section 8.2.4. Actually, the way I read section 8.2.4 combined with 8.4.1 right now it seems perfectly sane to argue that Christian could have finished his term in office despite the change of affiliation.
It's false in that there is a rule for following the results when more than 40% of the directors are of one company <https://people.gnome.org/~tobiasmue/bylaws2012/bylaws.html#number-and-qualification-of-directors>. Now that can find yourself on either side of the fence, as to whether you think that rule applies.
This does not matter at all though. Section 8.2.4 cannot have been violated as Christian stepped down of his own accord effective on the day he started at RedHat; the reason for his decision to do so is not relevant. This resignation according to section 8.4.2 means that the board has to fill the vacancy in accordance to 8.4.4. So I cannot see any violation of the bylaws.
In any case you can ask yourself what *should* be done. And I think that if you have the option of either following the interests of your electorate or deciding for yourself, that following the electorate is simply of better style.
Yes, but it really is only an issue of style, and it is the boards decision to make. Anyone unhappy with this can raise their voice (as you have already done), reflect this in the next election, suggest changes to the bylaws, … Benjamin
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