Re: Affiliation change and stepping down

[Shaun McCance <shaunm gnome org>]

On Thu, 2015-11-05 at 19:08 +0100, Benjamin Berg wrote:
> 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.

I disagree. 8.4.1 says no organization shall *hold* more than 40% of the
baord. It doesn't matter if it's by election results, new vacancy, or
affiliation change.

The bylaws are, however, entirely silent on how to fix the situation
when it results from an affiliation change. It does specify what to do
for election results and new vacancies, but not affiliation changes.

As far as I can tell, any of the following would be acceptable per the
bylaws:

1) The person whose affiliation changed chooses to resign.

2) The board votes to remove somebody with that affiliation, possibly
not the person whose affiliation changed. The lowest vote getter with
that affiliation from the previous election would not be unreasonable.

3) The board votes to increase its size and appoint new directors with
different affiliations.

Every time this has happened (this isn't the first time), the person
whose affiliation changed voluntarily stepped down, so we've never had
to test the bylaws on this matter.

--
Shaun