The GNOME Foundation Bylaws are currently in an ugly PDF which you can see here or from our website here.
I’ve just sent a mail to foundation-list asking for feedback on our proposed changes.
I want to explain the changes we made to hopefully clear some points up that might arise. So let’s walk through the diff, hunk by hunk.
--- bylaws-2002.rst 2012-08-25 14:04:42.243447405 +0300
+++ bylaws-2012.rst 2012-08-31 03:28:50.518455409 +0300
@@ -1,10 +1,60 @@
+.. comment:
+ You can compile this document using Python's docutils like this:
+
+ rst2latex --documentclass=scrartcl --documentoptions=a4paper,10pt,bigheading --no-section-numbering bylaws-simple.rst > bylaws.tex
+
+ Then you'll get a .tex file which you can compile using pdflatex. You probably need to have a couple of packages installed.
+ If it complains about a missing .sty file, you can install it using yum:
+
+ yum install -y 'tex(pdfcomment.sty)'
+
+
+
+ The HTML version compiles similarly:
+
+ rst2html --no-section-numbering --stylesheet=bylaws.css bylaws-simple.rst > bylaws.html
+
+
+.. role:: raw-html(raw)
+ :format: html
+
+.. role:: raw-latex(raw)
+ :format: latex
+
+.. role:: comment
+.. role:: huge
+.. role:: uppercase
+.. role:: hugeuppercase (huge)
+
+
+.. To turn off the comment function, uncomment (remove the first two leading dots and the white space) the following
+
+.. :raw-latex:`\renewcommand{\DUrolecomment}[1]{}`
+
+.. this sets the title
+
+ =============================
+ Bylaws of GNOME Foundation
+ =============================
+
+.. contents::
+
+
+-----------------------
+
+.. for some weird reason, the order of the classes is important. Maybe fix it anyway, by patching \maketitle
.. class:: centered
:hugeuppercase:`Bylaws of GNOME Foundation`
:raw-latex:`}\\% There's weird behaviour in docutils, i.e. every paragraph would get centered on its own`
Initially Adopted on March 16, 2001.
As Amended on April 5, 2002.
+ As Amended on November 11, 2005.
+ As Amended on October 22, 2007.
+ As Amended on [October 30, 2012.]
+
+
So this is just some commentary to enable you to make a nice looking document from that .rst file.
Well, the filename in the comment will most likely be different. But that’s a very minor change. And the date indicated in square brackets is preliminary. So that will be replaced with a proper date once it’s set.
--- bylaws-2002.rst 2012-08-25 14:04:42.243447405 +0300 +++ bylaws-2012.rst 2012-08-31 03:28:50.518455409 +0300 @@ -12,7 +62,7 @@ ================================================================== -The name of the Corporation shall be Gnome Foundation (the "**Corporation**"), a California +The name of the Corporation shall be GNOME Foundation (the "**Corporation**"), a California Nonprofit Public Benefit Corporation.
Since we use GNOME all over the place, we should not propagate “Gnome” any further.
--- bylaws-2002.rst 2012-08-25 14:04:42.243447405 +0300 +++ bylaws-2012.rst 2012-08-31 03:28:50.518455409 +0300 @@ -107,15 +164,17 @@ Other Classes of Membership ----------------------------------------- -. The Board may, from time to time, establish another class or classes of members, with or +The Board may, from time to time, establish another class or classes of members, with or without voting rights. The privileges, rights and duties of such other class or classes of members shall be as provided by the Board, subject to the terms of the Bylaws, as amended from time to time. The Board may thereby confer some or all of the rights of the members upon any person or persons. -If such person or persons do not have the right to vote for either: (i) the election of a Director or -Directors, on a disposition of all or substantially all of the assets of this corporation, on a merger, on -a dissolution or (ii) the selection of delegates who possess any such voting rights or (iii) changes to -the corporation's Articles of Incorporation or Bylaws, such person shall not be a member within the -meaning of Section 5056 of the Nonprofit Corporation Law of the State of California. +If such person or persons do not have the right to vote for either: + +1. the election of a Director or Directors, on a disposition of all or substantially all of the assets of this corporation, on a merger, on a dissolution or + +2. the selection of delegates who possess any such voting rights or + +3. changes to the corporation's Articles of Incorporation or Bylaws, such person shall not be a member within the meaning of Section 5056 of the Nonprofit Corporation Law of the State of California.
The first change is just a whitespace.
The other changes should just be a conversion of the format. That is, the list is now a proper list as opposed to the inline notation.
--- bylaws-2002.rst 2012-08-25 14:04:42.243447405 +0300 +++ bylaws-2012.rst 2012-08-31 03:28:50.518455409 +0300 @@ -141,7 +198,7 @@ Admission and Removal ----------------------------------------- -Admission or removal from membership shall be by the vote of a majority of the number of +Admission or removal from membership shall be by the vote of a majority of the Directors then in office.
This is meant to be a minor language cleanup. I was confused of the double speak with the “number of”.
--- bylaws-2002.rst 2012-08-25 14:04:42.243447405 +0300
+++ bylaws-2012.rst 2012-08-31 03:28:50.518455409 +0300
@@ -171,20 +226,18 @@
that the member no longer meets the qualification requirements for membership in the
Corporation.
-
#. **Removal or Suspension**. Membership shall terminate upon the determination of the Board
- or Membership Committee after a hearing duly held in accordance with this Section 6(c), that
+ or Membership Committee after a hearing duly held in accordance with this Section 6.7.3, that
the member has failed in a material respect to observe the rules of conduct promulgated from
time to time by the Board and applicable to members, or otherwise has failed in some
material respect to merit continued membership privileges in the Corporation. In the event of
a removal or suspension of a member, the following procedures shall be implemented:
- a) A notice shall be sent by prepaid, first-class, certified or registered mail to the most recent
- address of the member as shown on the Corporation's records, setting forth the removal or
- suspension and the reason therefore. Such notice shall be sent at least fifteen (15) days
+ a) A notice shall be sent by electronic mail and prepaid, first-class, certified or registered mail to the most recent
+ address of the member, if known to the Corporation, setting forth the removal or
+ suspension and the relevant reason. Such notice shall be sent at least fifteen (15) days
before the proposed effective date of the removal or suspension.
-
#) The member being expelled or suspended shall be given an opportunity to be heard, either
orally or in writing, at a hearing to be held no fewer than five (5) days before the removal.
The hearing shall be held by the Board or Membership Committee. Any such hearing may
The section 6(c) is wrongly referenced.
We first require an email to be sent. On top, we clarify the requrement of a snail mail to the point that we have to sent a regular mail if we do know the address. So far, we do not really collect address data (well, the travel committee does and the Friends of GNOME programme generates address data, too). And I don’t think we want to. Hence we specify that we need to know the address in first place.
--- bylaws-2002.rst 2012-08-25 14:04:42.243447405 +0300
+++ bylaws-2012.rst 2012-08-31 03:28:50.518455409 +0300
@@ -192,10 +245,9 @@
participants in the hearing can hear one another. The notice to the member of his or her
proposed removal or suspension shall state that such member is entitled, upon request, to
such hearing, shall state that a date, time and place of hearing will be established upon receipt
- of request therefor, and shall state, that in the absence of such request, the effective date of
+ of such a request, and shall state, that in the absence of such request, the effective date of
the proposed suspension or removal.
-
#) Following the hearing, the Board, or Membership committee, as the case may be, shall
decide whether the member should in fact be expelled, suspended, or sanctioned in some
other way. The decision of the Board or Membership Committee, as the case may be, shall
The “therefor” was quite confusing to me, so I got rid of it everywhere. There will be more changes with either a “therefore” or a “therefor”.
--- bylaws-2002.rst 2012-08-25 14:04:42.243447405 +0300
+++ bylaws-2012.rst 2012-08-31 03:28:50.518455409 +0300
@@ -199,11 +251,10 @@
#) Following the hearing, the Board, or Membership committee, as the case may be, shall
decide whether the member should in fact be expelled, suspended, or sanctioned in some
other way. The decision of the Board or Membership Committee, as the case may be, shall
- be final.
-
+ be final, subject to any challenge brought pursuant to this section.
- #) Any action challenging a removal or suspension of membership, including any claim
- alleging defective notice, must be commenced within one year after the date of the removal
+ #) A member may bring an action challenging a removal or suspension of membership, including any claim
+ alleging defective notice, within one year after the date of the removal
or suspension.
I pushed for that change, because it was contradictory to me, that the decision shall be final but can then be challenged. By now, I understand the spirit and the reasoning very well, but nonetheless, I wanted to make it simpler for others (and potentially for me, in a few month) to read. The bylaws simply want to enable someone to claim a defective notice. And it makes perfect sense to me in such a serious cirumstance as a removal. So all the change wants to achieve is to clarify that the decision shall be final, only if there is no defective notice to be claimed.
--- bylaws-2002.rst 2012-08-25 14:04:42.243447405 +0300 +++ bylaws-2012.rst 2012-08-31 03:28:50.518455409 +0300 @@ -252,13 +301,11 @@ of the Corporation. - -Annual Meetings and Election of Directors +Annual Meetings ----------------------------------------- -The annual meetings of members of the Corporation shall be held on the second Saturday -in November of each year at 10:00 a.m., or at any other time and place determined by the resolution -of the Board. Directors shall be elected and other proper business may be transacted at the annual +The annual meetings of members of the Corporation shall be held at any time and place determined by the resolution +of the Board. Directors may be elected and other proper business may be transacted at the annual meeting of members.
This biggie simply reflects our currect way of working. I actually like the idea of a fixed annual meeting mentioned in the bylaws, but well, reality shows us that what we really do is to meet each year at GUADEC.
--- bylaws-2002.rst 2012-08-25 14:04:42.243447405 +0300 +++ bylaws-2012.rst 2012-08-31 03:28:50.518455409 +0300 @@ -269,7 +315,9 @@ Special meetings of members, for any lawful purpose, may be called at any time by the President or by the Board. Furthermore, special meetings of the members for any lawful purpose may be called by, upon request in writing by at least ten percent of the membership, or at least five -percent of the membership in accordancw with Article XVI, stating the business to be transacted at +percent of the membership in accordance with +Article XVI, +stating the business to be transacted at the special meeting, mailed to the principal office of the Corporation, or delivered to the chairman of the Board, the President, the Vice President or Secretary. It shall be the duty of the President to cause notice to be given, within seven (7) days from receipt of such a request, to be held no more
Accordance was a typo in the original
--- bylaws-2002.rst 2012-08-25 14:04:42.243447405 +0300 +++ bylaws-2012.rst 2012-08-31 03:28:50.518455409 +0300 @@ -280,12 +328,9 @@ Notice of Meetings ----------------------------------------- -A notice of each annual meeting, written ballot for election of Directors or otherwise, if -any, and special meeting shall be given by the President or, in case of his or her failure or refusal, by +A notice of each annual meeting, and special meeting shall be given by the President or, in case of his or her failure or refusal, by any other officer or any Director; shall specify the place, time, day and hour of the meeting or the -date on which the ballot shall be returned, if applicable; in the case of an annual meeting at which -Directors shall be elected, shall specify the names of all those who are candidates for election of -Directors at the time the notice is given, and in the case of special meetings, the nature of the +date on which the ballot shall be returned, if applicable; and in the case of special meetings, the nature of the business to be transacted thereat. Such notice shall be given in writing to every member of the Corporation who, on the record date for notice of the meeting, is entitled to vote thereat. Such notice shall be given either personally or by sending a copy thereof by first-class mail or by telephone
The president was supposed to send the ballots for elections. But we don’t do that anymore. And I do think it makes sense to not require the president to do it. Currently, it is tighly coupled with the rest of the elections, effectively requiring the president to do the elections.
--- bylaws-2002.rst 2012-08-25 14:04:42.243447405 +0300 +++ bylaws-2012.rst 2012-08-31 03:28:50.518455409 +0300 @@ -297,6 +342,13 @@ all other meetings. +Election of Directors +----------------------------------------- + +Directors may be elected at the annual meeting as described herein or otherwise by eletronic mail and electronic voting. Notice of such electronic mail or electronic voting shall be given by the President or +by anyone duly appointed with the authority to do so by the Directors in accordance with Section 8.3. +Such notice shall be sent promptly to the membership at least thirty (30) days prior to the last day on which votes may be submitted. + Adjourned Meetings -----------------------------------------
And to clarify, that we do our elections via electronic voting (as opposed to the AGM). It might actually be beneficial to the AGM if the directors were elected there, but then again, that would reduce the people being able to vote drastically. But maybe that’s something for the future, i.e. find a mix between e-voting and voting at the AGM.
--- bylaws-2002.rst 2012-08-25 14:04:42.243447405 +0300 +++ bylaws-2012.rst 2012-08-31 03:28:50.518455409 +0300 @@ -341,6 +393,14 @@ + + +Quorum for Referenda +----------------------------------------- + +Any member of the Corporation may propose a referendum. Such request for a referendum must be endorsed by 10\% of the Membership. The overall referendum process shall be conducted by the Membership and Elections Committee, as authorized by the Directors pursuant to Article IX. + + Record Date -----------------------------------------
This is a change just reflects our way of working with referenda since at least 2004. I don’t know the origin and it’d be interesting to know where it came from. In fact, I was hesitating to make that change, but we lived with that rule for so long now, it should be written down then.
--- bylaws-2002.rst 2012-08-25 14:04:42.243447405 +0300
+++ bylaws-2012.rst 2012-08-31 03:28:50.518455409 +0300
@@ -438,7 +499,7 @@
2. A Director shall be a Member.
-3. The initial number of Directors shall be eleven (11).
+3. The number of Directors on [October 31, 2012] is seven (7).
4. No organization, corporation or similar entity, or any affiliate thereof, shall hold, directly or
indirectly, more than 40\% of the Board seats, regardless of election results. In the event that
As per a referendum, we reduced the number of directors. I’m not really in favour of changing the spirit of the bylaws at this point. But it’s not very intrusive and hopefully removes potential confusion for people reading the bylaws and who wonder why we have 7 and not 11 directors.
--- bylaws-2002.rst 2012-08-25 14:04:42.243447405 +0300
+++ bylaws-2012.rst 2012-08-31 03:28:50.518455409 +0300
@@ -458,7 +519,7 @@
Election and Term of Office of Directors
-----------------------------------------
-1. Each of the directors shall hold office for one (1) year.
+1. 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.
2. Directors shall be elected by the membership in accordance with the rules set forth on
http://foundation.gnome.org/electionrules.html.
This is another change to the bylaws from a referendum in 2007.
--- bylaws-2002.rst 2012-08-25 14:04:42.243447405 +0300
+++ bylaws-2012.rst 2012-08-31 03:28:50.518455409 +0300
@@ -495,19 +556,18 @@
3. **Removals**. A Director may be removed for cause. In the event such removal, the following
procedures shall be implemented:
- a) A notice shall be sent by mail by prepaid, first-class, certified or registered mail to the
- most recent address of the member as shown on the Corporation's records, setting forth the
- removal and the reason therefore. Such notice shall be sent at least seven (7) days before the
+ a) A notice shall be sent by electronic mail and by prepaid, first-class, certified or registered mail to the
+ most recent address of the member, if known by the Corporation, setting forth the
+ removal and the relevant reason. Such notice shall be sent at least seven (7) days before the
proposed effective date of the removal.
#) The Director being removed shall be given an opportunity to be heard, either orally or in
writing, at a hearing to be held no fewer than five (5) days before the removal. The hearing
shall be held by the Board. The notice to the Director of his or her proposed removal shall
state that such member is entitled, upon request, to such hearing, shall state that a date, time
- and place of hearing will be established upon receipt of request therefor, and shall state, that
+ and place of hearing will be established upon receipt of such a request, and shall state, that
in the absence of such request, the effective date of the proposed removal.
-
#) Following the hearing, the Board shall decide whether the Director should in fact be
expelled, suspended, or sanctioned in some other way. The decision of the Board shall be
final.
Again, email and snail mail, if possible.
--- bylaws-2002.rst 2012-08-25 14:04:42.243447405 +0300 +++ bylaws-2012.rst 2012-08-31 03:28:50.518455409 +0300 @@ -547,11 +606,11 @@ executive office of the Corporation. Special meetings of the Board shall be held at any place within or outside the State of California that has been designated in the notice of the meeting or, if not stated in the notice, or if there is no notice, at the principal executive office of the Corporation. -Notwithstanding the above provisions of this Section 5, a regular or special meeting of the Board +Notwithstanding the above provisions of this Section 8.5, a regular or special meeting of the Board may be held at any place consented to in writing by all the Board members, either before or after the meeting. If consents are given, they shall be filed with the minutes of the meeting. Any meeting, regular or special, may be held by conference telephone or similar communication equipment, so -long as all Directors participating in the meeting can hear one another, and all such Directors shall be +long as all Directors participating in the meeting can communicate with one another, and all such Directors shall be deemed to be present in person at such meeting.
The first change is purely cosmetic.
The second change is about hearing one another. While I do think it is import to actually hear, some people simply cannot. Apparently for US legal reasons, those kind of provisions need to be adapted for the impaired. It has also a benefit of allowing things like IRC meetings.
--- bylaws-2002.rst 2012-08-25 14:04:42.243447405 +0300
+++ bylaws-2012.rst 2012-08-31 03:28:50.518455409 +0300
@@ -578,7 +638,7 @@
a) **Manner of giving**. Notice of the time and place of special meetings shall be given to each
Director by one of the following methods:
- i. by personal delivery or written notice;
+ i. by personal delivery;
#. by first-class mail, postage prepaid;
#. by telephone communication, including a voice
messaging system or other system or technology designed to record and communicate
The written notice is redundant information, as there is snail mail mentioned (and email FWIW).
--- bylaws-2002.rst 2012-08-25 14:04:42.243447405 +0300 +++ bylaws-2012.rst 2012-08-31 03:28:50.518455409 +0300 @@ -623,6 +683,10 @@ any action taken is approved by at least a majority of the required quorum for that meeting. +.. _Section Adjournment: `Adjournment`_ +.. _Article Directors: `Directors`_ + + Waiver of Notice -----------------------------------------
This is a technicality for the current reStructuredText parser :-\ The problem is, that there are more than one headings with the same name.
--- bylaws-2002.rst 2012-08-25 14:04:42.243447405 +0300 +++ bylaws-2012.rst 2012-08-31 03:28:50.518455409 +0300 @@ -682,7 +744,7 @@ Directors as such shall not receive any compensation for their services, but by resolution of the Board, expenses of attendance, if any, may be allowed for attendance at regular or special meetings of the Board; but nothing herein contained shall be construed to preclude any Director -from serving the Corporation in any other capacity and receiving compensation therefor. +from serving the Corporation in any other capacity and receiving compensation for this.
Another therefor removed.
--- bylaws-2002.rst 2012-08-25 14:04:42.243447405 +0300 +++ bylaws-2012.rst 2012-08-31 03:28:50.518455409 +0300 @@ -697,7 +759,7 @@ ----------------------------------------- The Board, by resolution adopted by a majority of the Directors then in office, provided a -quorum is present, may create one or more committees, to serve at the pleasure of the Board. +quorum is present, may create or remove one or more committees, to serve at the pleasure of the Board. Appointments to committees of the Board shall be by majority vote of the Directors then in office. The Board may appoint one or more alternate members of any such committee, who may replace any absent member at any meeting of the committee.
This is just a clarification as serving “at the pleasure of the board” apparently means to not serve anymore if the board does not want to. But to make it more explicit, we incorporate “remove”.
--- bylaws-2002.rst 2012-08-25 14:04:42.243447405 +0300 +++ bylaws-2012.rst 2012-08-31 03:28:50.518455409 +0300 @@ -777,6 +839,10 @@ +.. The following incoming anchor needs to be defined because reST doesn't like the section and the subsection being named Officers + +.. _sec\:officers: + Officers ==================================================================
Again, a technical change for reST.
--- bylaws-2002.rst 2012-08-25 14:04:42.243447405 +0300 +++ bylaws-2012.rst 2012-08-31 03:28:50.518455409 +0300 @@ -796,14 +863,20 @@ Election and Term of Office ----------------------------------------- -The officers of the Corporation, except such officers as may be appointed in accordance with -the provisions of Section 3 or Section 5 of this Article X, shall be chosen annually by the Board, and -each shall hold his or her office until he or she shall resign or shall be removed or otherwise + +The officers of the Corporation, except such officers as may be appointed in accordance +with the provisions of Section 10.3 or Section 10.5 of this Article X, shall be chosen +annually by the Board, and each shall hold his or her office until he or she shall resign +or shall be removed or otherwise disqualified to serve, or his or her successor shall be elected and qualified, subject to the rights, if any, of an officer under any contract of employment. New offices may be created and filled at any meeting of the Board. Each officer shall hold office until that officer's successor shall have been duly elected and shall have qualified. +.. _Section Subordinate Officers: `Subordinate Officers`_ +.. _Section Vacancies: `sec\:vacancies`_ +.. _Article Officers: `sec\:officers`_ + Subordinate Officers -----------------------------------------
Just cosmetic and technical changes to include the section number.
--- bylaws-2002.rst 2012-08-25 14:04:42.243447405 +0300
+++ bylaws-2012.rst 2012-08-31 03:28:50.518455409 +0300
@@ -821,16 +893,16 @@
1. **Removal**. Any officer, other than the President, may be removed with or without cause. In
the event such removal, the following procedures shall be implemented:
- a) A notice shall be sent by mail by prepaid, first-class, certified or registered mail to the
- most recent address of the officer as shown on the Corporation's records, setting forth the
- removal and the reason therefore. Such notice shall be sent at least seven (7) days before the
+ a) A notice shall be sent by electronic mail and by prepaid, first-class, certified or registered mail to the
+ most recent address of the officer if known by the Corporation, setting forth the
+ removal and the relevant reason. Such notice shall be sent at least seven (7) days before the
proposed effective date of the removal.
#) The officer being removed shall be given an opportunity to be heard, either orally or in
writing, at a hearing to be held no fewer than five (5) days before the removal. The hearing
shall be held by the Board. The notice to the Officer of his or her proposed removal shall
state that such member is entitled, upon request, to such hearing, shall state that a date, time
- and place of hearing will be established upon receipt of request therefor, and shall state, that
+ and place of hearing will be established upon receipt of such a request, and shall state, that
in the absence of such request, the effective date of the proposed removal.
#) Following the hearing, the Board shall decide whether the Officer should in fact be
Again a therefor, email and snail mail issue.
--- bylaws-2002.rst 2012-08-25 14:04:42.243447405 +0300
+++ bylaws-2012.rst 2012-08-31 03:28:50.518455409 +0300
@@ -845,7 +916,9 @@
it effective. Any resignation shall be without prejudice to the rights, if any, of the
Corporation under any contract to which the officer is a party.
+.. Again, this reference needs to be explicitely given because there is another "Vacancies" section.
+.. _sec\:vacancies:
Vacancies
-----------------------------------------
Technical.
--- bylaws-2002.rst 2012-08-25 14:04:42.243447405 +0300 +++ bylaws-2012.rst 2012-08-31 14:16:50.849271582 +0300 @@ -864,8 +937,12 @@ President ----------------------------------------- -The President shall be the chief executive officer of the Corporation and shall in general -supervise and control all of the business and affairs of the Corporation. The President may sign, +The President shall act as the chief executive officer of the Corporation +if no chief executive officer or executive director has been appointed by +the Board and shall in general supervise and control all of the business +and affairs of the Corporation. The President shall also act as the +Chairman if none has been appointed. +The President may sign, with the secretary or any other proper officer of the Corporation authorized by the Board, any deeds, mortgages, bonds, contracts or other instruments that the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be specially designated by
We do have our own, paid, CEO. I do like the fact though, that we intend the President to be the CEO. It makes a great deal of sense to me to have these kind of priviledges attached to the President. It is also nice, though, to be able to appoint that position. To then fill the role of the President with something, we make it the chairman.
--- bylaws-2002.rst 2012-08-25 14:04:42.243447405 +0300
+++ bylaws-2012.rst 2012-08-31 03:28:50.518455409 +0300
@@ -943,7 +1016,8 @@
Definitions
-----------------------------------------
-For the purpose of this Article I:
+
+For the purpose of this Article XI:
1. "agent" means any person who is or was a Director, officer, employee, committee member
or other agent of the Corporation; or is or was serving at the request of the Corporation as a
The original probably meant to reference Article XI, not I. Article I is the name of the Corporation. That wouldn’t make much sense.
--- bylaws-2002.rst 2012-08-25 14:04:42.243447405 +0300 +++ bylaws-2012.rst 2012-08-31 03:28:50.518455409 +0300 @@ -977,7 +1053,7 @@ Actions Brought by Persons Other than the Corporation --------------------------------------------------------- -Subject to the required findings to be made pursuant to Section 5 below, the Corporation +Subject to the required findings to be made pursuant to Section 11.5 below, the Corporation shall indemnify any person who was or is a party, or is threatened to be made a party, to any proceeding, other than an action brought by, or on behalf of, the Corporation, or by an officer, Director or person granted related status by the Attorney General, or by the Attorney General on the
Cosmetic.
--- bylaws-2002.rst 2012-08-25 14:04:42.243447405 +0300
+++ bylaws-2012.rst 2012-08-31 03:28:50.518455409 +0300
@@ -1051,8 +1130,9 @@
Limitations
-----------------------------------------
-No indemnification or advance shall be made under this Article XI, except as provided in
-Section 2 or 5(b) above, in. any circumstance when it appears:
+
+No indemnification or advance shall be made under this Article XI,
+except as provided in Section 11.2 or 11.5.2 above, in any circumstance when it appears:
1. That the indemnification or advance would be inconsistent with a provision of the Articles
of Incorporation, a resolution of the Board or an agreement in effect at the time of the accrual
Cosmetic.
--- bylaws-2002.rst 2012-08-25 14:04:42.243447405 +0300 +++ bylaws-2012.rst 2012-08-31 03:28:50.518455409 +0300 @@ -1099,9 +1179,10 @@ Fiduciaries of Corporate Employee Benefit Plan ------------------------------------------------- -This Article XI does not apply to any proceeding against any trustee, investment manager or +This Article XI +does not apply to any proceeding against any trustee, investment manager or other fiduciary of an employee benefit plan in that person's capacity as such, even though that person -may also be an agent of the Corporation as defined in Section la of this Article XI. Nothing +may also be an agent of the Corporation as defined in Section 11.1.1 of this Article XI. Nothing contained in this Article XI shall limit any right to indemnification to which such a trustee, investment manager or other fiduciary may be entitled by contract or otherwise, which shall be enforceable to the extent permitted by applicable law.
Section “la” (lower case L, a) doesn’t make much sense. That must have been a typo.
--- bylaws-2002.rst 2012-08-25 14:04:42.243447405 +0300
+++ bylaws-2012.rst 2012-08-31 03:28:50.518455409 +0300
@@ -1224,20 +1308,20 @@
Amendments
==================================================================
-Bylaws may be adopted, amended or repealed by the membership. In the event of such
-adoption, amendment or repeal, the following procedures shall be implemented:
-1. Any proposal relating to the adoption, amendment or repeal of the Bylaws shall be posted
- on http://foundation.gnome.org by the Board for a period of twenty one (21) days;
+Any member can propose the adoption, amendment or repealing of the Bylaws.
+In the event of such a proposal, the following procedures shall be implemented:
+
+1. The members shall be provided with the reasonable means to comment upon and/or object
+ to any such proposal for twenty one (21) days
-2. The members shall be provided with the reasonable means to comment upon and/or object
- to any such proposal;
+#. The proposal shall be sent to the membership and shall be posted on http://foundation.gnome.org by the Board
-3. In the event that five percent or more of the members objects to the proposal, a special
+#. In the event that five percent or more of the members object to the proposal, a special
meeting of the members shall be convened in accordance with the provisions of Article VII,
- and the proposal shall be voted upon;
+ and the proposal shall be voted upon
-4. In the event that five percent or more of the members do not object to the proposal, then
+#. In the event that five percent or more of the members do not object to the proposal, then
the proposal shall be adopted by the Board to the extent permitted by CNPBCL Section
5150(a).
The main change here is to make explicit that any member can propose a change. Any member means any member. Including those who cannot vote or do not have any other rights. They may not necessarily vote on the proposed amendments, but they may propose some.
I was thinking long about this, actually. As a security person, my thinking was that we should rather be protective against people proposing changes to the bylaws, because more or less external people could propose amendments and that’s rather expensive in terms of organisational costs. And we don’t necessarily want some malicious member to create a lot of costs. But then I thought that with a rather easy way of changing the bylaws, we can easily fix this issue if if indeed arises. And then I thought that it is way better to not prematurely optimise, but rather enjoy that kind of freedom we have. Let’s hope it lasts long 🙂
You can have a look at the full new bylaws here as HTML or rendered as PDF
