On Do, 2015-11-05 at 17:09 -0500, Shaun McCance wrote:
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.
Any other director with that affiliation could also decide 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.
Hm, yes, you do have a good point with the wording of 8.2.4. Not sure why, but I had not considered 8.4.3 (Removals) to apply in this case. Thinking about it now it seems perfectly sane that a director could be "removed for cause" if they are in their position in violation of the bylaws. And yes, in that case any director with that affiliation can be removed by the board. Benjamin
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