Re: Minutes of the Board meeting of June, 6th, 2017

Tobias Mueller <[email protected]> wrote:
...
>>  There are two issues here: the practicalities of transitioning 
>> between
>>  boards, and what we are required to do by the bylaws.
> Sure.  And I'd be surprised if the new board members wouldn't see it
> similarly.
> But the way the minutes are written makes it sound less distinct and
> more like that the old board can decide when the new board starts
> coming into power.

I remember the discussion being framed around what we were permitted to 
do by the bylaws, for what it's worth...


>>  As for the second issue, as far as I can see, the bylaws don't say
>>  exactly when new board members should take office. (Let me know if
>>  I've missed something.)
> The bylaws say for how long the directors shall hold office, i.e. they
> are elected for a certain term.  The duration of the term of the
> current board is one year (unless, e.g. no new board has been elected,
> or it had been decided to make the term longer; see below).  The
> current term started July 2016. It thus ends at the end of June 2017.

There are a few key clauses to consider. 8.3.1:

"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."

I read this as meaning that the board always has to fix the period of 
office, but maybe I was imagining a comma where there isn't one. :/


>>   However, there are statements which suggest
>>  that the AGM is the time. For example, clause 8.2.1 states: "The
>>  Directors shall fix their number at an annual meeting."
> This is not related as it's about changing the number of directors.

Sorry, I misinterpreted that section.

It sounds like we probably will have to hand over voting rights to new 
board members as soon as the election results are announced. It would 
be good to try and figure out how we can institute the arrangement 
proposed by the board for future years, though. The difficulty is that 
we often don't know exactly when the AGM is going to happen, so we 
can't fix an exact term period for incoming board members.

Allan