Re: Affiliation change and stepping down


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

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, …


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