Re: Minutes of the Board meeting of June, 6th, 2017

[Allan Day <aday gnome org>]

Hey Tobi,

There are two issues here: the practicalities of transitioning between
boards, and what we are required to do by the bylaws.

Regarding the first issue, as Andreas said, having a transition period
before incoming board members take over is really useful. That's what
we've done every year except last time, and it is generally agreed
that having the transition period is better. It's also really useful
to have the handover at GUADEC, as the in-person board meeting is a
good opportunity to get new board members up to speed.

As for the second issue, as far as I can see, the bylaws don't say
exactly when new board members should take office. (Let me know if
I've missed something.) However, there are statements which suggest
that the AGM is the time. For example, clause 8.2.1 states: "The
Directors shall fix their number at an annual meeting."

Looking at this, it seems that we haven't been as clear as we should
be regarding the length of each term. The bylaws are clear that we can
pick a period between 1 and 2 years [1], and to my knowledge we've
never explicitly done that. Perhaps it's time to start...

Allan

[1] Clause 8.3.1 states that  "Each of the directors shall hold office
for one (1) year, or a period of up to two (2) years as determined by
the Board and announced prior to an election being called."

On Wed, Jun 14, 2017 at 11:20 AM, Tobias Mueller <tobiasmue gnome org> wrote:
> Hi.
>
> On Di, 2017-06-13 at 11:48 -0700, Cosimo Cecchi wrote:
> >  * Timeline for new board transition
> >   * Results will be announced this coming Monday 12th, then confirmed next Monday 19th
> >   * The new board will be in effect after that,
> Strictly speaking the new board will have voting power from 1st of
> July. The last Board came into power on 2016-07-01 and the term is one
> year.
>
> Now, it's probably good practise to enable the old board to wrap up
> their business and do the hand over, i.e. letting them vote on the new
> board's behalf until the handover is done. But it's at the new board
> member's discretion.
>
> >  and until the GUADEC meeting both groups of officers can attend meetings and calls
> >   * When do we start inviting incoming board members to the calls?
> >    * Historically we did the handover at GUADEC, but sounds helpful to have a time during which board 
> > members overlap
> >    * The new officers do take over at the AGM according to the bylaws,
> I could not find that in the bylaws.
>
> >  so that sounds like a reasonable time for the handover
> >   * First meeting with new board on call: Tuesday June 20th, but no voting powers until the in-person 
> > meeting at GUADEC, where new officers are elected
> Being able to vote and being an officer is not related.
>
> >    * The meetings will be recommended to attend for the newly-elected members, but we will still hold 
> > meetings according to the schedule of the present board
> This sounds clever, but ultimately, the newly elected board has all
> rights as of first of July.


> In the past I suggested that the term should be made 13 months (once),
> because GUADEC tends to be later in the year than it used to. That
> would increase the chances of the old Board doing handover at GUADEC
> before the newly elected Board comes into power.  To make the term one
> month longer, the Board simply needs to make a decision for the
> upcoming elections.
>
> Cheers,
>   Tobi
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