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Hi,

I don't want to nag too much here, but I am just wondering and
curious. The current bylaws state that they can be changed only on
meetings and special meetings, given 10 days notice in advance. I
assume this 10 day period is followed etc, but the point is here the
meeting thing. If I look back in these (old) bylaws, to the section
meetings, it states that a resolution with all signatures of the board
members on it has the same force as a meeting. (I am no lawyer, and do
not know if the same goes for bylaw alterations) Maybe it would be
good, for the record, to ask Frieda to vote on this resolution after
all to get straight with this? (Or is this not needed, as I missed
something?) For my comments on the content of the changes, I refer to
my statements made elsewhere.

Best regards,

Lodewijk

2008/5/6, Florence Devouard <anthere@anthere.org>:
> Hello,
>
> You'll find the bylaws update here:
> http://wikimediafoundation.org/wiki/Resolutions#April_2008
>
> I'll compile (constructive) comments for later fixes.
>
> Best
>
> Ant
>
> _______________________________________________
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> foundation-l@lists.wikimedia.org
> Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/foundation-l
>

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On 06/05/2008, effe iets anders <effeietsanders@gmail.com> wrote:
> Hi,
>
> I don't want to nag too much here, but I am just wondering and
> curious. The current bylaws state that they can be changed only on
> meetings and special meetings, given 10 days notice in advance. I
> assume this 10 day period is followed etc, but the point is here the
> meeting thing. If I look back in these (old) bylaws, to the section
> meetings, it states that a resolution with all signatures of the board
> members on it has the same force as a meeting. (I am no lawyer, and do
> not know if the same goes for bylaw alterations) Maybe it would be
> good, for the record, to ask Frieda to vote on this resolution after
> all to get straight with this? (Or is this not needed, as I missed
> something?) For my comments on the content of the changes, I refer to
> my statements made elsewhere.

That same section also includes the sentence:

"A quorum shall consist of a least the majority of Trustees. "

One person missing isn't a problem - they still had a quorum.

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2008/5/6, Thomas Dalton <thomas.dalton@gmail.com>:
> On 06/05/2008, effe iets anders <effeietsanders@gmail.com> wrote:
> > Hi,
> >
> > I don't want to nag too much here, but I am just wondering and
> > curious. The current bylaws state that they can be changed only on
> > meetings and special meetings, given 10 days notice in advance. I
> > assume this 10 day period is followed etc, but the point is here the
> > meeting thing. If I look back in these (old) bylaws, to the section
> > meetings, it states that a resolution with all signatures of the board
> > members on it has the same force as a meeting. (I am no lawyer, and do
> > not know if the same goes for bylaw alterations) Maybe it would be
> > good, for the record, to ask Frieda to vote on this resolution after
> > all to get straight with this? (Or is this not needed, as I missed
> > something?) For my comments on the content of the changes, I refer to
> > my statements made elsewhere.
>
>
> That same section also includes the sentence:
>
> "A quorum shall consist of a least the majority of Trustees. "
>
> One person missing isn't a problem - they still had a quorum.
>

As I understood it, this was not voted upon during a meeting (please
correct me if I am wrong) but with not-real-time electronic
communication. Again, maybe I'm making fuzz over nothing, but I would
hate it if this would break us up in a much later stage.

BR, lodewijk

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On Tue, May 6, 2008 at 1:49 PM, effe iets anders
<effeietsanders@gmail.com> wrote:
> If I look back in these (old) bylaws, to the section
> meetings, it states that a resolution with all signatures of the board
> members on it has the same force as a meeting. (I am no lawyer, and do
> not know if the same goes for bylaw alterations)

Nope, according to the bylaws Section 4(g)(5), "Modifications to the
bylaws or articles of incorporation can not be made with consent
resolutions."

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effe iets anders wrote:
> Hi,
>
> I don't want to nag too much here, but I am just wondering and
> curious. The current bylaws state that they can be changed only on
> meetings and special meetings, given 10 days notice in advance. I
> assume this 10 day period is followed etc, but the point is here the
> meeting thing. If I look back in these (old) bylaws, to the section
> meetings, it states that a resolution with all signatures of the board
> members on it has the same force as a meeting. (I am no lawyer, and do
> not know if the same goes for bylaw alterations) Maybe it would be
> good, for the record, to ask Frieda to vote on this resolution after
> all to get straight with this? (Or is this not needed, as I missed
> something?) For my comments on the content of the changes, I refer to
> my statements made elsewhere.
>
> Best regards,
>
> Lodewijk

Frieda has been asked to vote.

Ant

> 2008/5/6, Florence Devouard <anthere@anthere.org>:
>> Hello,
>>
>> You'll find the bylaws update here:
>> http://wikimediafoundation.org/wiki/Resolutions#April_2008
>>
>> I'll compile (constructive) comments for later fixes.
>>
>> Best
>>
>> Ant
>>
>> _______________________________________________
>> foundation-l mailing list
>> foundation-l@lists.wikimedia.org
>> Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/foundation-l
>>
>
> _______________________________________________
> foundation-l mailing list
> foundation-l@lists.wikimedia.org
> Unsubscribe: https://lists.wikimedia.org/mailman/listinfo/foundation-l
>


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Lodewijk writes:

> The current bylaws state that they can be changed only on
> meetings and special meetings, given 10 days notice in advance. I
> assume this 10 day period is followed etc, but the point is here the
> meeting thing. If I look back in these (old) bylaws, to the section
> meetings, it states that a resolution with all signatures of the board
> members on it has the same force as a meeting. (I am no lawyer, and do
> not know if the same goes for bylaw alterations) Maybe it would be
> good, for the record, to ask Frieda to vote on this resolution after
> all to get straight with this? (Or is this not needed, as I missed
> something?)

The answer to your question is, it's not needed. The Board
restructuring was approved at the April meeting pursuant to the
Bylaws, and the new Bylaws language was drafted per the instructions
of the Board, based on their decision at the April meeting.


--Mike







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