Draft bylaws are now available

Hello,

We now have a copy of our draft bylaws available. They can be accessed here:

http://www.postgresql.us/bylaws

Anyone can view them, however you must be logged in to leave comments.
You may use your existing www.postgresql.us account of an OpenID account
if you have one.

We are inviting comments for approximately two weeks.

Sincerely,

Joshua D. Drake

Hey,

> We are inviting comments for approximately two weeks.

I've posted my comments on the site, but I'm also putting them on this
list because I think a list makes for better discusssion/interaction.

First off, I want to say that the bylaws look pretty good and Drake,
Selena and Michael have done a real job kiging this off. Thanks, guys!

I'll say that I think it's a great thing that you've left as much stuff
out of the initial bylaws as possible. This will make it much easier to
incrementally improve the rules as we build the organization. I'm
pretty happy with these bylaws except for a couple of glitches. So,
let's iron out the glitches:

"If additional Director positions are added, such Directors will be
allocated to those who terms expire at the annual meeting and those
whose terms expire at the semi-annual meeting for the purpose of
maintaining approximately equal groups of Directors whose terms expire
at the annual meeting and the semi-annual meeting of the members."

This is the only place electing Directors at the semi-annual meeting are
mentioned until the sunset of the organizing directors. The result
would that for the first couple years of the organization, all directors
will be elected at the annual meeting only until the number is
increased. Alternately, it could result in an additional Board member
being added with a term of one month. I think this is a good example of
something that shouldn't be defined in the bylaws. It really needs to
be up to the sitting board to make term decisions of appointees and
additional board seats based on several factors.

"Any action required to be taken at a meeting of the Directors of this
Corporation, or any other action which may be taken at a meeting of the
Directors, may be taken without a meeting if a consent in writing
setting forth the actions so taken shall be signed by all the Directors
entitled to vote with respect to the subject matter thereof."

Wait, are we filing in New York? I'd think our experience with SPI had
shown us what a PITA having the requirement that Board actions without a
meeting requires unanimous written-on-paper consent. Isn't there any
way around this? Can we maybe file in another state?

"Notwithstanding the standard term in Section 3.1 above, the initial
term for each of the three initial appointed Directors is three years,
ending at the semi-annual member meeting in 2011"

I can't see any good justification for this. Again, our experience with
SPI has shown that multi-year terms for directors is a bad idea;
enthusiasm and participation tends to fall off with each year. Further,
this kind of provision will create the impression that this is the
"Josh, Selena and Michael Foundation", a perception the incorporation
effort already suffers from. Realistically, Board members are only
going to get voted out if they are screwing up, so continuity is not a
real issue. Therefore, this should read instead:

"Notwithstanding the standard term in Section 3.1 above, the initial
term for each of the three initial appointed Directors is approximately
eighteen months, ending at the semi-annual member meeting in 2010"

That'll get the initial board running on a 4/3 election split, give the
organizing directors some additional time, but not chain the
organization to the organizing directors regarless of what they do.

--Josh Berkus

On Thu, 2008-05-22 at 15:13 -0400, Josh Berkus wrote:
> Hey,

> Wait, are we filing in New York? I'd think our experience with SPI had
> shown us what a PITA having the requirement that Board actions without a
> meeting requires unanimous written-on-paper consent. Isn't there any
> way around this? Can we maybe file in another state?

We are filing in Oregon and it does not require on paper consent, it can
be electronic.

Sincerely,

Joshua D. Drake

Josh,

> We are filing in Oregon and it does not require on paper consent, it can
> be electronic.

Ok, that's much better. Can we make sure that's spelled out?

--Josh

On Thu, May 22, 2008 at 12:13 PM, Josh Berkus <josh(at)agliodbs(dot)com> wrote:

> "If additional Director positions are added, such Directors will be
> allocated to those who terms expire at the annual meeting and those whose
> terms expire at the semi-annual meeting for the purpose of maintaining
> approximately equal groups of Directors whose terms expire at the annual
> meeting and the semi-annual meeting of the members."
>
> This is the only place electing Directors at the semi-annual meeting are
> mentioned until the sunset of the organizing directors. The result would
> that for the first couple years of the organization, all directors will be
> elected at the annual meeting only until the number is increased.
> Alternately, it could result in an additional Board member being added with
> a term of one month. I think this is a good example of something that
> shouldn't be defined in the bylaws. It really needs to be up to the sitting
> board to make term decisions of appointees and additional board seats based
> on several factors.

I think this is a really good point. Also, I dislike the legalese.
Some of this problem may be resolved when we alter the terms of the
Directors and streamline the election process.

> "Notwithstanding the standard term in Section 3.1 above, the initial term
> for each of the three initial appointed Directors is approximately eighteen
> months, ending at the semi-annual member meeting in 2010"

I don't know that we need the eighteen month term in the bylaws, but I
think we agree about 2010.

One thing - I don't like the idea of having the election at different
times of year. I think this will be confusing for members. I had
originally raised an objection about the location, but eventually, I
think it would be great to have our meetings in different places
across the country. But for the first few years, I think we need to
stay in one or two places.

> That'll get the initial board running on a 4/3 election split, give the
> organizing directors some additional time, but not chain the organization to
> the organizing directors regardless of what they do.

I like that.

-selena

--
Selena Deckelmann
United States PostgreSQL Association - http://www.postgresql.us
PDXPUG - http://pugs.postgresql.org/pdx
Me - http://www.chesnok.com/daily

On Monday 09 June 2008 23:43, Selena Deckelmann wrote:
> On Thu, May 22, 2008 at 12:13 PM, Josh Berkus <josh(at)agliodbs(dot)com> wrote:
> > "If additional Director positions are added, such Directors will be
> > allocated to those who terms expire at the annual meeting and those whose
> > terms expire at the semi-annual meeting for the purpose of maintaining
> > approximately equal groups of Directors whose terms expire at the annual
> > meeting and the semi-annual meeting of the members."
> >
> > This is the only place electing Directors at the semi-annual meeting are
> > mentioned until the sunset of the organizing directors. The result
> > would that for the first couple years of the organization, all directors
> > will be elected at the annual meeting only until the number is increased.
> > Alternately, it could result in an additional Board member being added
> > with a term of one month. I think this is a good example of something
> > that shouldn't be defined in the bylaws. It really needs to be up to the
> > sitting board to make term decisions of appointees and additional board
> > seats based on several factors.
>
> I think this is a really good point. Also, I dislike the legalese.
> Some of this problem may be resolved when we alter the terms of the
> Directors and streamline the election process.

Here's my suggestion:

"If additional Director positions are added, the terms of those directors will
be decided by the existing directors at the time of appointment to be any
length equal to or less than a standard single term."

> I don't know that we need the eighteen month term in the bylaws,

Well, the initial terms of directors does need to be set in the bylaws. Where
else would it be?

> One thing - I don't like the idea of having the election at different
> times of year. I think this will be confusing for members. I had
> originally raised an objection about the location, but eventually, I
> think it would be great to have our meetings in different places
> across the country. But for the first few years, I think we need to
> stay in one or two places.

Agreed. I'd prefer to have an annual election at one of the
postgresqlconference.org series, with some provision for online
participation.

This also brings up another point: how valuable is it to have the staggered
4/3 6-month elections? This will add a significant amount of effort and
confusion; is the gain in continuity greater than the work required?
Realistically, most directors are going to be re-elected from year to year
anyway, and I'm expecting most directoral positions to run unopposed most
years.

Thoughts? Was there another motivation behind the staggered terms?

--
Josh Berkus
PostgreSQL @ Sun
San Francisco

On Tue, 2008-06-10 at 08:32 -0700, Josh Berkus wrote:

> > One thing - I don't like the idea of having the election at different
> > times of year. I think this will be confusing for members. I had
> > originally raised an objection about the location, but eventually, I
> > think it would be great to have our meetings in different places
> > across the country. But for the first few years, I think we need to
> > stay in one or two places.
>
> Agreed. I'd prefer to have an annual election at one of the
> postgresqlconference.org series, with some provision for online
> participation.
>

This is the current thinking. One of the things the conference project
wants to do is have a debate/town hall at West with the nominees about
what their goals would be if they were elected etc...

> This also brings up another point: how valuable is it to have the staggered
> 4/3 6-month elections? This will add a significant amount of effort and
> confusion; is the gain in continuity greater than the work required?

The current solution on the table is:
(wording is not final of course)

Election in October 08 for four two year terms
Board members who are elected in October 08 take their seat at the
Annual meeting.

Annual meeting takes place in March.

Founders also have two year terms.

Which means:

Founders are up for re-election October 2010 with their seats being
replaced or renewed March 2010

The four new members are up for re-election October 2011 because they
don't take their seats until March 2009.

Officers keep their seats for the length of their term. If they
are re-elected, board elects new officers (which of course may be the
same people).

Sincerely,

Joshua D. Drake

Josh,

> Election in October 08 for four two year terms
> Board members who are elected in October 08 take their seat at the
> Annual meeting.

Why two year terms? I liked the one-year terms based on our SPI
experience ... people's participation (including yours and mine) tends to
drop off the second year.

--
Josh Berkus
PostgreSQL @ Sun
San Francisco

On Tue, 2008-06-10 at 08:50 -0700, Josh Berkus wrote:
> Josh,
>
> > Election in October 08 for four two year terms
> > Board members who are elected in October 08 take their seat at the
> > Annual meeting.
>
> Why two year terms? I liked the one-year terms based on our SPI
> experience ... people's participation (including yours and mine)

In the case of you and I, I don't think that is an accurate
representation. A more accurate account would be that you were unable to
participate as much as you had planned for a number of reasons:

1. Sun had you bouncing all over the world and thus completely
eliminated your time to participate in SPI and PostgreSQL.Org (for that
matter) for a year.

2. The responsibilities you had with SPI turned out to be a hairball
that nobody saw coming, from a really old nasty cat that had one leg,
was missing half its hair and hated everyone.

As far as myself, my participation has not waned, I am unfortunately
still waiting on the treasurer (for those watching, that isn't Josh
anymore) to finish what he said he would finish months ago.

> tends to
> drop off the second year.

I don't know that, that is true honestly. I believe it depends highly on
the goals of the corporation and the people involved. Consider that SPI
is lead by primarily Debian people, and thus when they are working on
Debian they (my perception) likely feel they are doing their job on
Board.

There will always be dead weight on a board because there are dead
weight people. However if we make sure and vet the board publicly,
honestly and aggressively (public debate at West, specific questions
etc..) I believe we have a better opportunity to keep a lively and
productive board.

Remember that unlike SPI, many of the people that will be part of the
board here, likely make their living in one way shape or form from
PostgreSQL. That means board members will have a vested interest in the
actual success of the corporation.

In answer to the two year term question. I find that the most
appropriate middle ground. There are long term projects we have and will
have in play that need solid points of contact. It will add to stability
of the corporation, which is important.

Lastly, outside of using SPI as a model not to follow (it just isn't
appropriate for what the PGUS goals are) I don't know that it is fair to
do the comparison. Yes you and I have a lot of experience with it and I
am using that experience as a learning tool on this as well as my
experience running CMD. We have a much better focus.

Sincerely,

Joshua D. Drake

Josh,

> In answer to the two year term question. I find that the most
> appropriate middle ground. There are long term projects we have and will
> have in play that need solid points of contact. It will add to stability
> of the corporation, which is important.

Hmmm. Sounds like the ideal, then, would be to go out of the gate with some
term (2 years) with some *easy* way to change the terms later. Note that
"2/3 of the voting membership" isn't easy. Ideas on how we could build this
in?

--
Josh Berkus
PostgreSQL @ Sun
San Francisco

On Tue, 2008-06-10 at 09:39 -0700, Josh Berkus wrote:
> Josh,

> Hmmm. Sounds like the ideal, then, would be to go out of the gate with some
> term (2 years) with some *easy* way to change the terms later. Note that
> "2/3 of the voting membership" isn't easy. Ideas on how we could build this
> in?

It certainly would be difficult to get "2/3" of the voting membership to
agree on anything. That is why it only takes "51%" of the board to do
it.

====
ARTICLE VII
AMENDMENTS

These Bylaws may be amended by a majority vote of the Board then in
office at any regular or special meeting of the Board provided the
notice given for such meeting indicates that such amendments will be
considered.
===

Because of this, I don't actually see an issue. Should the issue become
a problem instead of an opportunity I would like to think that the
sitting board would be observant enough to see that, and make the change
as appropriate.

Sincerely,

Joshua D. Drake

> --
> Josh Berkus
> PostgreSQL @ Sun
> San Francisco
>

On Tue, Jun 10, 2008 at 9:39 AM, Josh Berkus <josh(at)agliodbs(dot)com> wrote:
> Josh,

>> In answer to the two year term question. I find that the most
>> appropriate middle ground. There are long term projects we have and will
>> have in play that need solid points of contact. It will add to stability
>> of the corporation, which is important.
>
> Hmmm. Sounds like the ideal, then, would be to go out of the gate with some
> term (2 years) with some *easy* way to change the terms later. Note that
> "2/3 of the voting membership" isn't easy. Ideas on how we could build this
> in?

I was fairly happy with the content of by-laws. The initial serving
period of two years is reasonable to me. I would expect that much of
the first year would be spent gaining experience and "fine-tuning" the
operations of the corporation. This would also ensure/enforce that
the initial goals of the corporation are addressed by those that have
dedicated considerable effort in initiating these goals.

I don't think that removing a Board member should be easy. If it is
clear that a member is flagrantly abusing his or her position,
achieving a two thirds vote will be attainable.

One point that I like is the overlapping terms. This will enforce the
continuity of focus and vision.

There are also some points that I would like to discuss changing.
Under Article I section 4 Annual meeting. The first sentence, "Annual
Meetings." is a redundant and is a sentence fragment. :)

Under Article IV Section 1
Since the corporation will be handling money via the treasurer, I
think verbiage should be added required a trimester/quarterly audit by
someone other than the treasurer to ensure that accounts balance.

Under Article V Right of Participation:
I have a question. Will participation be limited to US residents,
North American residents, or to anyone anywhere? :o)

--
Regards,
Richard Broersma Jr.

Visit the Los Angles PostgreSQL Users Group (LAPUG)
http://pugs.postgresql.org/lapug

On Tue, 2008-06-10 at 10:58 -0700, Richard Broersma wrote:
> On Tue, Jun 10, 2008 at 9:39 AM, Josh Berkus <josh(at)agliodbs(dot)com> wrote:
> > Josh,

> There are also some points that I would like to discuss changing.
> Under Article I section 4 Annual meeting. The first sentence, "Annual
> Meetings." is a redundant and is a sentence fragment. :)
>
> Under Article IV Section 1
> Since the corporation will be handling money via the treasurer, I
> think verbiage should be added required a trimester/quarterly audit by
> someone other than the treasurer to ensure that accounts balance.
>

We could make that a resolution without having to put it in the bylaws.

> Under Article V Right of Participation:
> I have a question. Will participation be limited to US residents,
> North American residents, or to anyone anywhere? :o)

Well there is no resolution that states that you have to be a US Citizen
or anything like that. I don't know that I would want one either. For
example, I plan on joining PG.IT and PG.FR.

It is the bylaws, resolutions and agreed upon mission that make up what
the corporation is doing, so if we get 50 Europeans that want to help us
work on PostgreSQL in the US , I think that is great.

Sincerely,

Joshua D. Drake

On Tue, Jun 10, 2008 at 8:32 AM, Josh Berkus <josh(at)agliodbs(dot)com> wrote:

> On Monday 09 June 2008 23:43, Selena Deckelmann wrote:
>> On Thu, May 22, 2008 at 12:13 PM, Josh Berkus <josh(at)agliodbs(dot)com> wrote:
>> > "If additional Director positions are added, such Directors will be
>> > allocated to those who terms expire at the annual meeting and those whose
>> > terms expire at the semi-annual meeting for the purpose of maintaining
>> > approximately equal groups of Directors whose terms expire at the annual
>> > meeting and the semi-annual meeting of the members."

> Here's my suggestion:
>
> "If additional Director positions are added, the terms of those directors will
> be decided by the existing directors at the time of appointment to be any
> length equal to or less than a standard single term."

That sounds reasonable to me. I'll do some reviewing and see if this
impacts any other areas of the bylaws.

>> I don't know that we need the eighteen month term in the bylaws,
>
> Well, the initial terms of directors does need to be set in the bylaws. Where
> else would it be?

Hah. Right. I don't know what I was thinking.

> Agreed. I'd prefer to have an annual election at one of the
> postgresqlconference.org series, with some provision for online
> participation.

Cool! So, the current proposal is that we have elections in the fall,
and people are 'seated' in March. I like this rhythm, and it gives
plenty of time for transition.

> This also brings up another point: how valuable is it to have the staggered
> 4/3 6-month elections?

I think the current proposal eliminates the need for this. Yay!

-selena

--
Selena Deckelmann
United States PostgreSQL Association - http://www.postgresql.us
PDXPUG - http://pugs.postgresql.org/pdx
Me - http://www.chesnok.com/daily

Josh,

> It certainly would be difficult to get "2/3" of the voting membership to
> agree on anything. That is why it only takes "51%" of the board to do
> it.

Good point. That brings up the other obvious problem which is that it's
relatively easy for the directors to vote themselves in for life.
However, I don't think that this is a realistic problem (who wants to be a
volunteer unpaid director for life?) but I point it out in case someone
else complains about it later.

Ok, so consensus on 2-year terms as proposed? I'm good with it.

> > "If additional Director positions are added, the terms of those
> > directors will be decided by the existing directors at the time of
> > appointment to be any length equal to or less than a standard single
> > term."
>
> That sounds reasonable to me. I'll do some reviewing and see if this
> impacts any other areas of the bylaws.

Yeah, the lawyer should also weigh in on the language. One thing that
leaves open is the possiblity that an "additional appointment" might not
be eligible for re-election but could exist for just 6 months and then get
closed. I think that's a feature and not a bug.

> > Agreed. I'd prefer to have an annual election at one of the
> > postgresqlconference.org series, with some provision for online
> > participation.
>
> Cool! So, the current proposal is that we have elections in the fall,
> and people are 'seated' in March. I like this rhythm, and it gives
> plenty of time for transition.

Hmmm ... 5 months between election and seating seems rather long to me.
That's longer than the US President! In those 5 months, some of the newly
elected board members could drop out.

--
--Josh

Josh Berkus
PostgreSQL @ Sun
San Francisco

On Tue, 2008-06-10 at 12:08 -0700, Josh Berkus wrote:

> Good point. That brings up the other obvious problem which is that it's
> relatively easy for the directors to vote themselves in for life.
> However, I don't think that this is a realistic problem (who wants to be a
> volunteer unpaid director for life?) but I point it out in case someone
> else complains about it later.

Right and the other point... what good is the corporation without
members. If the board starts behaving in a manner that the members don't
like, the members are going to leave and the corporation is moot.

> Hmmm ... 5 months between election and seating seems rather long to me.
> That's longer than the US President! In those 5 months, some of the newly
> elected board members could drop out.

They could, but why would they? If they were going to, they likely
didn't have the heart, or constitution for the job anyway. Note this
however:

It looks like West will happen in the middle of October... so we
wouldn't announce results, likely until Nov 1. The annual meeting could
happen at the beginning of March which means it is actually 4 months.
Further November and December are notoriously unproductive months as
they are chocked full of holidays and end of year employment
responsibilities. Because of this, I actually think it makes sense to
let people clear their plate of items while they prep to take their
seat.

Sincerely,

Joshua D. Drake

On Tue, Jun 10, 2008 at 12:08 PM, Josh Berkus <josh(at)agliodbs(dot)com> wrote:
> Josh,

Well, I wrote some of what you quoted, but ok ;)

> Ok, so consensus on 2-year terms as proposed? I'm good with it.

good!

>> Cool! So, the current proposal is that we have elections in the fall,
>> and people are 'seated' in March. I like this rhythm, and it gives
>> plenty of time for transition.
>
> Hmmm ... 5 months between election and seating seems rather long to me.
> That's longer than the US President! In those 5 months, some of the newly
> elected board members could drop out.

Well, a possible timeline is:

* Candidates are announced early/mid-October
* Elections begin shortly after and run for a few weeks until early-November
* Announce the new board mid-November
-- Then we have that December-Early January period where everyone is
super busy, taking lots of time off, also tends to be a busy Pg
development period...

Hand-offs in leadership will be much easier and faster if they're done
in-person - and I prefer to link this with a conference, rather than
scheduling another expensive meeting outside that.

-selena

--
Selena Deckelmann
United States PostgreSQL Association - http://www.postgresql.us
PDXPUG - http://pugs.postgresql.org/pdx
Me - http://www.chesnok.com/daily

Josh,

> It looks like West will happen in the middle of October... so we
> wouldn't announce results, likely until Nov 1. The annual meeting could
> happen at the beginning of March which means it is actually 4 months.

Hmmm. I still think it's too long, but I'm willing to see if it's a
problem in reality given how easily we can change it.

--
--Josh

Josh Berkus
PostgreSQL @ Sun
San Francisco

Selena,

> Hand-offs in leadership will be much easier and faster if they're done
> in-person - and I prefer to link this with a conference, rather than
> scheduling another expensive meeting outside that.

Well, we can't *require* that board members go to the conference. So not
all handoffs will be in person.

--
--Josh

Josh Berkus
PostgreSQL @ Sun
San Francisco

On Tue, Jun 10, 2008 at 11:08 AM, Joshua D. Drake <jd(at)commandprompt(dot)com> wrote:

> Well there is no resolution that states that you have to be a US Citizen
> or anything like that. I don't know that I would want one either. For
> example, I plan on joining PG.IT and PG.FR.
>
> It is the bylaws, resolutions and agreed upon mission that make up what
> the corporation is doing, so if we get 50 Europeans that want to help us
> work on PostgreSQL in the US , I think that is great.

That's fine. The initent of the by-laws are effective in pointing out
that no person can be excluded based upon *any* kind of profiling.
However, to me it wasn't clear that residence (which is not
necessarily the same as citizenship) wasn't one of the profiling
classifications mentioned in the list.

--
Regards,
Richard Broersma Jr.

Visit the Los Angles PostgreSQL Users Group (LAPUG)
http://pugs.postgresql.org/lapug

On Tuesday 10 June 2008 16:30:56 Richard Broersma wrote:
> On Tue, Jun 10, 2008 at 11:08 AM, Joshua D. Drake <jd(at)commandprompt(dot)com>
wrote:
> > Well there is no resolution that states that you have to be a US Citizen
> > or anything like that. I don't know that I would want one either. For
> > example, I plan on joining PG.IT and PG.FR.
> >
> > It is the bylaws, resolutions and agreed upon mission that make up what
> > the corporation is doing, so if we get 50 Europeans that want to help us
> > work on PostgreSQL in the US , I think that is great.
>
> That's fine. The initent of the by-laws are effective in pointing out
> that no person can be excluded based upon *any* kind of profiling.
> However, to me it wasn't clear that residence (which is not
> necessarily the same as citizenship) wasn't one of the profiling
> classifications mentioned in the list.
>

Someone should double check with legal, because I believe there are laws
governing foriegn citizens sitting on the board of US NPO's.

--
Robert Treat
Build A Brighter LAMP :: Linux Apache {middleware} PostgreSQL

On Wed, 2008-06-11 at 11:11 -0400, Robert Treat wrote:
> On Tuesday 10 June 2008 16:30:56 Richard Broersma wrote:
> > On Tue, Jun 10, 2008 at 11:08 AM, Joshua D. Drake
> <jd(at)commandprompt(dot)com>

>
> Someone should double check with legal, because I believe there are laws
> governing foriegn citizens sitting on the board of US NPO's.

Already in progress but I would note that even it isn't legal it has no
bearing on the bylaws because "the law" makes the point :)

Joshua D. Drake

Robert,

> Someone should double check with legal, because I believe there are laws
> governing foriegn citizens sitting on the board of US NPO's.
>

I'm pretty sure that SPI check on this, and it turned out to be OK as
long as the non-citizens weren't a majority of the board.

--Josh

Okay, I have a bunch of comments from a thorough reading of the
bylaws. First, though a couple of things to take into consideration as
you process my comments and questions:

1. I am not a lawyer.
2. When someone says I should have been a lawyer, I say, "no, fuck
*you*!
3. I've read a lot of contracts, but only one previous set of bylaws,
so there is likely a lot of stuff that is implicitly covered
that I
wouldn't know about. IOW, I hope my questions aren't *too* stupid.

So, on with my questions and comments:

First: Why do lawyers hate serial commas so? I'm always adding them to
legal documents.

http://en.wikipedia.org/wiki/Serial_comma

The Bylaws refer to "the Act", but it is nowhere defined. Where is it?
What is it? It's mentioned many times, and so seems to have quite an
impact on the interpretation of the bylaws.

They also refer to "the Articles of Incorporation." Where are these?
Not saying I want to read them, mind (they can be miles long), but the
should be available for perusal too, no?

Can board of directors meetings be virtual, or must they be face-to-
face? If they can be virtual, how can that be arranged under the rules
of the bylaws?

Paragraph II.7.2 is clunky and hard to read. I suggest a comma after
"the meeting is not lawfully called". And what is the "when presented"
at the end referring to? It's not clear what's presented. …on re-
reading, I guess it's the "particular matter." I think I'd change it to:

or where the member objects to the consideration of a particular
matter, when said matter is presented, not within the purpose of the
meeting notice.

Section II.8 says "If a quorum is present", even though the preceding
sentence says, "Those votes represented at a meeting of members shall
constitute a quorum." So it sounds like there is always a quorum, even
if only 1 person shows up, and maybe if no one shows up (not sure how
that'd work, mind).

Section II.9: Can ballots be electronic, e.g., a Web site you visit to
vote?

Section II.10: Can the consent be by Email? And must it be *all* the
members who consent? Could one member throw a wrench in the works by
not consenting? Also, can proxies handle this, or must it always be
individual members?

Section II.11: Sounds like proxies can handle the consent. How can the
appointment be received by the Secretary? Email? Snail mail?

Section II.12: This section badly needs some more commas and/or
semicolons. They all do, but this one is much worse than the others.

Section III.10: Can resignation be sent via email? How are board
members allowed to vote for removal? Must it be at a meeting or by
some other method?

Section III.11: Is the majority vote to be a majority of the directors
then serving, or the majority of a quorum at a meeting? If the former,
how can the vote be conducted other than that a meeting, or must it be
at a meeting. Can an outgoing director vote on the person to fill the
vacancy that said director is creating?

Actually, there are a bunch of places that talk about a "majority of
the directors," but it's not specific whether that means of all
directors, or a majority of a quorum at a meeting. Perhaps by not
saying a quorum, it actually does mean all directors?

Section IV.2: It sounds like officers are board members, but since
board members have a term of 1 year (other than the initial 3 board
members) and officers have a term of 2 years, there appears to be a
conflict there. Maybe officers aren't also board members? If they
aren't, then does the President still preside over board meetings if
she's not a board member?

Article V: Except MySQL folks. They're barred. ;-P

Article VI.3: Can we have a walrus, instead?

Sorry for those last too. And sorry for the long-winded comments and
for any questions that just reveal my ignorance of corporate law. :-)

Best,

David

On Wed, 2008-06-11 at 11:10 -0700, David E. Wheeler wrote:
> Okay, I have a bunch of comments from a thorough reading of the
> bylaws. First, though a couple of things to take into consideration as
> you process my comments and questions:

>
> They also refer to "the Articles of Incorporation." Where are these?
> Not saying I want to read them, mind (they can be miles long), but the
> should be available for perusal too, no?
>

They are filed with the state of Oregon. If you search here:

http://egov.sos.state.or.us/br/pkg_web_name_srch_inq.login

With the name postgresql we come up. I will make sure we get a PDF copy
of the actual articles up on the website. As a note, that articles are
bare, really bare. As in... they say our purpose is to become a non
profit per the IRS code xxx... that's about it.

> Can board of directors meetings be virtual, or must they be face-to-
> face? If they can be virtual, how can that be arranged under the rules
> of the bylaws?

Consent can be done virtual (meaning everyone agrees), otherwise it must
be via phone or physically in person. I need to double check if we can
do the whole IRC meeting thing, but I do remember liking the idea that
real meetings must actually be at least conference calls.

> Section II.8 says "If a quorum is present", even though the preceding
> sentence says, "Those votes represented at a meeting of members shall
> constitute a quorum." So it sounds like there is always a quorum, even
> if only 1 person shows up, and maybe if no one shows up (not sure how
> that'd work, mind).

For members that would be accurate, however I doubt we would ever have
that issue as there are at least half a dozen trade shows where many of
us see each other.

>
> Section II.9: Can ballots be electronic, e.g., a Web site you visit to
> vote?
>

Yes.

> Section II.10: Can the consent be by Email? And must it be *all* the
> members who consent?

For the board, yes. Basically if we have a motion and all agree, that
can be done via email/irc etc.. If one board member does not agree we
must take it to an actual vote which can be done via a phone conference
or physically at the same location or a combination etc...

> Could one member throw a wrench in the works by
> not consenting? Also, can proxies handle this, or must it always be
> individual members?

You can vote by proxy.

>
> Section II.11: Sounds like proxies can handle the consent. How can the
> appointment be received by the Secretary? Email? Snail mail?

Yes.

>
> Section II.12: This section badly needs some more commas and/or
> semicolons. They all do, but this one is much worse than the others.
>

Well it is attorney speak. We didn't write any of this so I have to lean
toward the attorney on his representation of appropriateness of the
language.

> Section III.10: Can resignation be sent via email? How are board
> members allowed to vote for removal? Must it be at a meeting or by
> some other method?

A removal would have to be done via a phone or physical meeting.

>
> Section III.11: Is the majority vote to be a majority of the directors
> then serving, or the majority of a quorum at a meeting? If the former,
> how can the vote be conducted other than that a meeting, or must it be
> at a meeting.

It is of the quorum of a meeting. As I recall if you do not vote by
proxy, and you don't show -- your vote is considered a yes (I need to
re-read that section).

> Can an outgoing director vote on the person to fill the
> vacancy that said director is creating?

If the outgoing director is still a director at the time, yes. Although
depending on the circumstances I would assume and abstain would be more
appropriate.

> Article V: Except MySQL folks. They're barred. ;-P

If they pay, they are welcome :P

>
> Article VI.3: Can we have a walrus, instead?

Only if we have two.

Sincerely,

Joshua D. Drake

On Jun 16, 2008, at 12:58, Joshua D. Drake wrote:

>> Section II.12: This section badly needs some more commas and/or
>> semicolons. They all do, but this one is much worse than the others.
>
> Well it is attorney speak. We didn't write any of this so I have to
> lean
> toward the attorney on his representation of appropriateness of the
> language.

From what I understand, the main thing that attorneys need to do in
documents like this is to make sure that everything is very clear and
that there are no ambiguities. If something can be read different ways
because there are commas missing, it's not good attorney speak.

>
>> Section III.11: Is the majority vote to be a majority of the
>> directors
>> then serving, or the majority of a quorum at a meeting? If the
>> former,
>> how can the vote be conducted other than that a meeting, or must it
>> be
>> at a meeting.
>
> It is of the quorum of a meeting. As I recall if you do not vote by
> proxy, and you don't show -- your vote is considered a yes (I need to
> re-read that section).

I don't remember seeing that anywhere, but it might have been in one
of the sections where my eyes glazed over…

>> Article VI.3: Can we have a walrus, instead?
>
> Only if we have two.

I'm okay with two. Three would be even better. ;-)

Best,

David

Josh, David,

> >> Section III.11: Is the majority vote to be a majority of the
> >> directors
> >> then serving, or the majority of a quorum at a meeting? If the
> >> former,
> >> how can the vote be conducted other than that a meeting, or must it
> >> be
> >> at a meeting.
> >
> > It is of the quorum of a meeting. As I recall if you do not vote by
> > proxy, and you don't show -- your vote is considered a yes (I need to
> > re-read that section).

Actually, it all seems pretty clear to me, and it's not like the above.
First of all:

-- All board votes, unless otherwise noted, are a vote of the Directors
attending a meeting. Directors not attending are not counted.

-- The quorum for a meeting of the *directors* is a majority of the
directors who exist when the meeting starts. Any majority vote by them is
an Act of the corporation. Thus, the minimum number of votes required to
pass an act with 7 directors would be 3. It would never be less than 2.

-- Meetings of members have no discernable quorum. It's whoever shows up.

-- Amendments to the bylaws require a majority of *sitting* directors, not
just those in attendence at the meeting.

-- Proxies only apply to meetings of the *members*, i.e. the Annual
meeting.

Again, it all seems pretty clear to me.

--
--Josh

Josh Berkus
PostgreSQL @ Sun
San Francisco

On Jun 16, 2008, at 13:31, Josh Berkus wrote:

> Actually, it all seems pretty clear to me, and it's not like the
> above.
> First of all:
>
> -- All board votes, unless otherwise noted, are a vote of the
> Directors
> attending a meeting. Directors not attending are not counted.

I don't recall seeing that in the bylaws, and there are a couple of
different ways in which it refers to board votes, including:

Section III.10: "by a vote of two-thirds of the Directors then in
office". This is about all directors, not just a quorum.

Section III.11: "Board shall, by a majority vote". no mention of
whether it's "all directors then in office, so I guess assume it
requires a quorum at a meeting? It's not clear to me.

> -- The quorum for a meeting of the *directors* is a majority of the
> directors who exist when the meeting starts. Any majority vote by
> them is
> an Act of the corporation. Thus, the minimum number of votes
> required to
> pass an act with 7 directors would be 3. It would never be less
> than 2.

In Section II.8, it says, "Those votes represented at a meeting of
members shall constitute a quorum." It does not specify a minimum
number. That's membership.

Then, in Section III.8, it says, "A majority of the Directors in
office immediately before the meeting begins shall constitute a quorum
at any meeting." So I guess you do need to have at least 4 directors
present at a board meeting to have a quorum, so there would need to be
at least 3 votes to have a majority with 4 at the meeting.

> -- Meetings of members have no discernable quorum. It's whoever
> shows up.

Okay, that's II.8 I guess.

> -- Amendments to the bylaws require a majority of *sitting*
> directors, not
> just those in attendence at the meeting.
>
> -- Proxies only apply to meetings of the *members*, i.e. the Annual
> meeting.

Right, of course.

> Again, it all seems pretty clear to me.

I guess my biggest question is when it says, as in III.11, where it
just mentions a majority of votes of the board, without indicating
whether that means the quorum or a majority of all directors then in
office.

Best,

David

On Mon, Jun 16, 2008 at 10:58 AM, Joshua D. Drake <jd(at)commandprompt(dot)com> wrote:

Josh, How are thing progressing with USPA bylaws?

--
Regards,
Richard Broersma Jr.

Visit the Los Angles PostgreSQL Users Group (LAPUG)
http://pugs.postgresql.org/lapug

On Wed, 2008-07-02 at 13:05 -0700, Richard Broersma wrote:
> On Mon, Jun 16, 2008 at 10:58 AM, Joshua D. Drake <jd(at)commandprompt(dot)com> wrote:
>
> Josh, How are thing progressing with USPA bylaws?

I actually just got word today from Greg (our attorney). I should have a
copy next week.

Sincerely,

Joshua D. Drake

>
>
> --
> Regards,
> Richard Broersma Jr.
>
> Visit the Los Angles PostgreSQL Users Group (LAPUG)
> http://pugs.postgresql.org/lapug
>