Re: Draft bylaws are now available

["David E. Wheeler" <david(at)kineticode(dot)com>]

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