From f00fcc7e7fe540525c2c8b5b6aeb5e48caeeab4e Mon Sep 17 00:00:00 2001 From: Tom Carrick Date: Fri, 3 Apr 2026 17:07:16 +0200 Subject: [PATCH 1/2] Add language around voting members and affirmation --- bylaws.md | 24 +++++++++++++++++++++--- 1 file changed, 21 insertions(+), 3 deletions(-) diff --git a/bylaws.md b/bylaws.md index 4d33c96..bf68b99 100644 --- a/bylaws.md +++ b/bylaws.md @@ -68,6 +68,20 @@ No Member may have his, her, or its membership terminated except by the affirmat Upon any resignation or termination of the membership of any Member, all rights of membership, including all related voting rights, of such Member shall be terminated. After a resignation or termination of the membership of any Member, such Member may be reconsidered for membership only in accordance with Section 3.2 of these bylaws. +### 3.7. Voting Affirmation + +#### 3.7.1 + +Members with voting rights must affirm to the Foundation in writing each year that they intend to vote in that year's elections. Such affirmation must be received by the Foundation before the opening of the relevant election. Only Members who have affirmed their intent to vote, and whose membership and voting rights are otherwise in good standing, shall be considered "**Voting Members**" for purposes of elections and quorum calculations under these bylaws. + +#### 3.7.2 + +The Board may waive the affirmation requirement for any Member who voted in the most recent preceding election. Such Members shall be considered Voting Members without a new affirmation unless they notify the Foundation in writing that they do not intend to vote. + +#### 3.7.3 + +The Foundation shall make reasonable efforts to notify all eligible Members of the affirmation requirement and the deadline for affirmation at least thirty (30) days before the opening of the relevant election. + ## 4. Board of Directors ### 4.1 Powers @@ -185,15 +199,19 @@ Meetings of the Board and of the Members may be held at any place within or with A majority of the authorized number of directors or Members shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the directors or Members at a meeting duly held at which a quorum is present shall be the act of the Board or of the Members, respectively, unless otherwise provided by law, or if these bylaws specifically require a greater number. A meeting at which a quorum is initially present may continue to transact business, notwithstanding withdrawal of the directors, if at least a majority of the number constituting a quorum approves such action. Without a quorum at any meeting, a majority of the directors or Members present may adjourn the meeting. -### 5.8 Adjournment +### 5.8 Quorum for Member Elections + +For any election held by the Members, a majority of the Voting Members as defined in Section 3.7, represented by ballot or proxy, shall constitute a quorum. For electronic elections, a quorum shall be reached as soon as a majority of the Voting Members have cast their vote; if the voting period ends before a quorum is reached, the election is declared void. + +### 5.9 Adjournment Any meeting of the Board or Members, whether or not a quorum is present, may be adjourned to another time and place by the affirmative vote of a majority of the directors or Members present. If the meeting is adjourned for more than twenty-four (24) hours, notice of such adjournment to another time or place shall be given in accordance with Section 5.5 above. -### 5.9 Action without Meeting +### 5.10 Action without Meeting Any action required or permitted to be taken by the Board or the Members at a meeting thereof may be taken without a meeting if all of the directors or Members, respectively, shall consent in writing to such action. Evidence of such action shall be one or more written consents describing the action taken, signed by each director or Member, and included in the minutes or filed with the corporate records reflecting the action taken. Any action taken hereunder shall be effective upon the receipt of the written consent of all of the directors or Members, respectively, for approval of the action under consideration. -### 5.10 Written Notices, etc +### 5.11 Written Notices, etc Any written notice, consent or waiver, required or permitted hereunder shall be sufficient if sent by email to the recipient from the electronic address of the person giving such notice, consent or waiver. From 0e6498919d5822088fadb3111f4b5bfc96f96540 Mon Sep 17 00:00:00 2001 From: Tom Carrick Date: Tue, 21 Apr 2026 17:51:37 +0200 Subject: [PATCH 2/2] Apply suggestions from code review Co-authored-by: Jacob Kaplan-Moss --- bylaws.md | 6 +++--- 1 file changed, 3 insertions(+), 3 deletions(-) diff --git a/bylaws.md b/bylaws.md index bf68b99..56a7449 100644 --- a/bylaws.md +++ b/bylaws.md @@ -68,11 +68,11 @@ No Member may have his, her, or its membership terminated except by the affirmat Upon any resignation or termination of the membership of any Member, all rights of membership, including all related voting rights, of such Member shall be terminated. After a resignation or termination of the membership of any Member, such Member may be reconsidered for membership only in accordance with Section 3.2 of these bylaws. -### 3.7. Voting Affirmation +### 3.7. Voting Members #### 3.7.1 -Members with voting rights must affirm to the Foundation in writing each year that they intend to vote in that year's elections. Such affirmation must be received by the Foundation before the opening of the relevant election. Only Members who have affirmed their intent to vote, and whose membership and voting rights are otherwise in good standing, shall be considered "**Voting Members**" for purposes of elections and quorum calculations under these bylaws. +Members of any class with voting rights must affirm to the Foundation in writing each year that they intend to vote in that year's elections. Such affirmation must be received by the Foundation before the opening of the relevant election. Only Members who have affirmed their intent to vote, and whose membership and voting rights are otherwise in good standing, shall be considered "**Voting Members**" for purposes of elections and quorum calculations under these bylaws. #### 3.7.2 @@ -80,7 +80,7 @@ The Board may waive the affirmation requirement for any Member who voted in the #### 3.7.3 -The Foundation shall make reasonable efforts to notify all eligible Members of the affirmation requirement and the deadline for affirmation at least thirty (30) days before the opening of the relevant election. +The Foundation shall make reasonable efforts to notify all eligible Members of the affirmation requirement and the deadline for affirmation before the opening of the relevant election. ## 4. Board of Directors