Re: [OSCOM] board voting results

Martin,

> the way i see it, the current change is on very brittle ground.
> according to the bylaws, board election is done by the membermeeting,
> and the membermeeting is to be announced 30 days in advance.
> and while a virtual membermeeting is questionable we certainly did not
> have a 30day notice.

and

> a worst case scenario is that this election may not be at all legal and
> may simply be null and void. until this is clear, the old board members
> are not quite off the hook.

I think your interpretation is based on this, and please correct me if 
I'm wrong:

5.3. Extraordinary Meetings of Members
Extraordinary Meetings of Members shall be called by the Board as often 
as necessary, in particular Extraordinary Meetings of Members shall be 
convened by the Board within 30 days if at least 20% of all members 
request such meeting in writing (according to art. 64 para. 3 of Swiss 
Civil Code).

since nowhere else there is mention in the Bylaws of that 30day notice.

But, although I'm completely for clearing up the issue in order not to 
leave any legal loophole standing, I think that this could be also seen 
as an election following a simple Ordinary Meeting, regulated by Art. 5 
par. 2, which poses no such legal requirement.

  5.2. Ordinary Meeting of Members
The Ordinary Meeting of Members shall take place each year.
The date of the ordinary annual meeting of members shall be set by the 
Board, which shall also set the time and place of such meeting.

The reason for this is that there is no explicit requirements in the 
Bylaws ( 5.1.a), Election and dismission of the members of the Board) 
that a new Board is appointed via an Extraordinary Meeting.

> once the legality is clear, go back and find out what is required to
> change the bylaws. once we are clear on that we can start discussing how
> the bylaws ought to look like.

I agree, and I'd like to hear from others on the subject, so we can 
clear this quickly.

>> We elected 5 members, is it?
>> This enables us to change the bylaws.
> 
> from the way i read the current bylaws, changes are done by the
> membermeeting.

Yes, as per 5.1.g) amending the Bylaws is done (correctly, in my 
opinion) via a Member Meeting.

>> As far as I can see, we need 
>> executive members; president and secretary and so on.
>> Board is to decide on issues suggested by active members.  I see 
>> problems with president/vice/treasurer to be member s of the board. I 
>> don't think they should be in the board; check and balance.
> 
> this may be a question of the legal definition of a board.

This is something that again relates to the Member Meeting, especially 
as regards the idea of the Pres and Vice-pres not being on the Board, 
which apparently goes directly against the standing Bylaws (6.5):

6.5. Roles within the Board
Apart from the president and vice-president, who are elected by the 
Meeting of Members, the Board shall organize itself. It will designate a 
secretary and a treasurer.

Now, that is 'Roles within the Board' and since the Board has to exist 
before and has a fixed number of members that seems to suggest that 
these roles are Board-roles properly. I agree that it's not quite as 
clear as it should be, but I think it can be safely assumed that they 
are currently meant that way. This can be changed, obviously.

Personally, I kind of object at the idea for two simple reasons: first, 
unless we think to radically change the way OSCOM works, both Pres and 
Vice-pres have mostly a representative and organizational role (6.5.1 
'The President directs the work of the association and shall preside at 
Meetings of Members and the Board', same with the Vice on 6.5.2) which 
does not seem to imply conflicts or the need for balancing; second, 
since most is done via Members Meetings, I think that in this case less 
(people) is more and will probably allow for a leaner organization workflow.

--

Andrea Resmini
vector-qiE7/[email protected]