GNOME Foundation 2019 Annual General Meeting (AGM)
Nuritzi Sanchez <[email protected]> Wed, 24 Jul 2019 13:03:20 -0700
| Newsgroups | gmane.comp.gnome.foundation.general |
|---|---|
| Message-ID | <CAKzqScTrxJZgDvDOY2ssn26fdWXbzDfv0kS2gvs7m=UjiYemVw@mail.gmail.com> |
Dear all, You are invited to attend this year's Annual General Meeting (AGM), which will be held at GUADEC 2019 <https://2019.guadec.org/>, this year in Thessaloniki, Greece. *About the AGM* Every year, the GNOME Foundation's Board of Directors sets aside some time at GUADEC for the Annual General Meeting (AGM). Everyone is invited to attend the AGM and hear updates on what has been happening at GNOME for the last year, and also to get to know the new Board members and ask any questions that they may have. If there are any items requiring a vote by the Foundation membership to resolve, a vote is conducted at the AGM. *Why attend? * Besides getting an update on what has happened at GNOME over the last year, and getting to know some of the GNOME Foundation leaders, there will be other fun things planned too. Sometimes we do give-aways and prizes, and will take a break for the GUADEC group photo -- which you'll definitely want to be part of to prove you attended GUADEC 2019! At the end of the AGM, we'll do our annual Pants Award ceremony. Yes, we give away trousers. You'll see what we mean if you attend. *Details for this year's meeting:* * * **Time:* 16:30 - 18:00 (Eastern European Summer Time) * *Date:* Saturday 24th August 2019 * * Location:* Main Auditorium, University of Macedonia, Greece ( https://2019.guadec.org/pages/venue.html) *Agenda for this year's AGM (subject to change):* * Introduction to new Board of Directors * Reports on the previous 12 months * Break for group photo for GUADEC 2019 * Q&A * Vote on bylaw changes * Pants Award (https://wiki.gnome.org/Pants) *About the vote: * This year, there will be a vote about bylaw changes that the Board is proposing, including changes to Board terms and updating the bylaws to make them more gender-neutral. These proposed changes are attached to this email. As well as being able to answer any questions beforehand on the Foundation mailing list, the Board plans on explaining these changes at the Q&A before an in-person vote is conducted so that Foundation members have a chance to ask any questions that they may have. While community members are welcome to join the discussion, only GNOME Foundation members are allowed to participate in the vote. If you are a member of our community who has contributed significantly, we encourage you to apply to become a GNOME Foundation member as soon as possible so that you can participate more fully in events like our AGM. For more information on how to apply for Foundation Membership, please check out: https://www.gnome.org/foundation/membership/ The Board is looking forward to seeing you at the AGM, and to celebrating our achievements over the last 12 months. If you have any questions before the meeting, please let us know and we'll do our best to answer them. Best, Nuritzi -- Nuritzi Sanchez GNOME Foundation <https://www.gnome.org/foundation/>, President _______________________________________________ foundation-list mailing list [email protected] https://mail.gnome.org/mailman/listinfo/foundation-list
board-terms.patch
(application/octet-stream, 2.6 KB)
diff --git a/foundation.gnome.org/about/bylaws.rst b/foundation.gnome.org/about/bylaws.rst
index 20e12f0..e07df54 100644
--- a/foundation.gnome.org/about/bylaws.rst
+++ b/foundation.gnome.org/about/bylaws.rst
@@ -522,7 +522,24 @@ Number and Qualification of Directors
Election and Term of Office of Directors
-----------------------------------------
-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.
+1. For the purpose of staggering the Directors’ terms of office with one-half (1/2) of
+ the Board of Directors eligible for election or replacement every two (2) years,
+ the Board of Directors shall divide the Directors serving at the time of the
+ adoption of these bylaws, and any additional Directors appointed at such time,
+ into two (2) classes as nearly equal in number as possible, as follows:
+
+ a) For the initial terms after the adoption of these Amended and Restated
+ Bylaws, each such class shall be appointed to a term of one (1) or two (2) years
+ #) At the conclusion of such initial terms set forth in Section
+ 8.3.1(a) of these bylaws, each Director’s subsequent term (and for each
+ subsequent term thereafter) shall be for a period of two (2) years and
+ until the election and qualification of a successor, or until such
+ Director’s death, resignation, or removal.
+ #) In the event of an increase or decrease in the number of
+ Directors, additional Directors may be elected to terms of one (1) or
+ two (2) years as may be necessary to maintain equality in numbers among
+ classes of Directors.
+
2. Directors shall be elected by the membership in accordance with the rules set forth on
http://foundation.gnome.org/electionrules.html.
@@ -578,6 +595,9 @@ Vacancy
4. **Filling vacancies**. Vacancies on the Board may be filled by a majority of the Directors then
in office, whether or not less than a quorum, or by a sole remaining Director.
+ Each director so elected shall serve until end of the term of the class
+ of Directors to which the Director has been so elected and until such
+ Director’s successor is elected and qualified.
5. **No vacancy on reduction of number of Directors**. No reduction of the authorized number
of Directors shall have the effect of removing any Director before that Director's term of
gender_neutral.patch
(application/octet-stream, 14.4 KB)
diff --git a/foundation.gnome.org/about/bylaws.rst b/foundation.gnome.org/about/bylaws.rst
index e07df54..26de22b 100644
--- a/foundation.gnome.org/about/bylaws.rst
+++ b/foundation.gnome.org/about/bylaws.rst
@@ -245,7 +245,7 @@ the following:
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
be held by conference telephone or similar communications equipment, so long as all
- participants in the hearing can hear one another. The notice to the member of his or her
+ participants in the hearing can hear one another. The notice to the member of their
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 such a request, and shall state, that in the absence of such request, the effective date of
@@ -321,7 +321,7 @@ may be called by, upon request in writing by at least ten percent of the members
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 special meeting, mailed to the principal office of the Corporation, or delivered to the Chair 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
than twenty (20) days after the receipt of such a request.
@@ -331,7 +331,7 @@ than twenty (20) days after the receipt of such a request.
Notice of Meetings
-----------------------------------------
-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
+A notice of each annual meeting, and special meeting shall be given by the President or, in case of their 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; 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
@@ -377,7 +377,7 @@ Voting
-----------------------------------------
Each voting member in good standing is entitled to one vote on each matter submitted to a
-vote of the members. Voting shall be by voice vote, unless the chairman of the meeting at which
+vote of the members. Voting shall be by voice vote, unless the Chair of the meeting at which
such vote takes place directs such voting to be by ballot. No single vote shall be split into fractional
votes.
@@ -446,10 +446,10 @@ dates as follows:
Conduct of Meetings
-----------------------------------------
-Meetings of members shall be presided over by the President of the Corporation, or in his
-or her absence, by the Chairman of the Corporation, or in his or her absence, by a chairman chosen
+Meetings of members shall be presided over by the President of the Corporation, or in their
+absence, by the Chair of the Corporation, or in their absence, by a Chair chosen
by a majority of the members present. The Secretary of the Corporation shall act as the secretary of
-all meetings of members, provided that in his or her absence the presiding officer shall appoint
+all meetings of members, provided that in their absence the presiding officer shall appoint
another member to act as Acting Secretary of the meeting.
@@ -565,7 +565,7 @@ Vacancy
2. **Resignations**. Except as provided in this paragraph, any Director may resign, which
- resignation shall be effective on giving written notice to the chairman of the Board, the
+ resignation shall be effective on giving written notice to the Chair of the Board, the
president, the secretary or the Board of Directors, unless the notice specifies a later time for
the resignation to become effective. If the resignation of a Director is effective at a future
time, the Board of Directors may elect a successor to take office when the resignation
@@ -583,7 +583,7 @@ Vacancy
#) 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
+ shall be held by the Board. The notice to the Director of their 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 such a request, and shall state, that
in the absence of such request, the effective date of the proposed removal.
@@ -654,7 +654,7 @@ Special Meetings
-----------------------------------------
1. **Authority to call**. Special meetings of the Board for any purpose may be called at any time
- by the chairman of the Board or any two (2) Directors.
+ by the Chair of the Board or any two (2) Directors.
2. **Notice**.
@@ -805,7 +805,7 @@ Term of Office
-----------------------------------------
Each member of a committee shall continue as such until the next annual meeting of the
-Board of the Corporation and until his successor is appointed, unless the committee shall be sooner
+Board of the Corporation and until their successor is appointed, unless the committee shall be sooner
terminated, or unless such member be removed from such committee, or unless such member shall
cease to qualify as a member thereof.
@@ -874,12 +874,12 @@ Officers
Officers
-----------------------------------------
-The officers of the Corporation shall be a Chairman of the Board (if appointed by the Board),
+The officers of the Corporation shall be a Chair of the Board (if appointed by the Board),
a President, one or more Vice Presidents (the number thereof to be determined by the Board), a
Secretary, a Treasurer and such other officers as may be elected in accordance with the provisions of
this Article X. Except insofar as their duties may conflict, any two or more offices may be held by
the same person, except that neither the Secretary nor the Treasurer may serve concurrently as the
-President or Chairman of the Board.
+President or Chair of the Board.
@@ -889,9 +889,9 @@ Election and Term of Office
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
+annually by the Board, and each shall hold their office until they 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
+disqualified to serve, or their 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.
@@ -906,7 +906,7 @@ Subordinate Officers
The Board may appoint such other officers, including one or more assistant secretaries and
one or more assistant treasurers, as it shall deem desirable, each such officer to have the authority
-and perform the duties prescribed from time to time by the Board and to hold office until he or she
+and perform the duties prescribed from time to time by the Board and to hold office until they
shall resign or shall be removed or otherwise disqualified to serve.
@@ -923,7 +923,7 @@ Removal and Resignation
#) 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
+ shall be held by the Board. The notice to the Officer of their 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 such a request, and shall state, that
in the absence of such request, the effective date of the proposed removal.
@@ -950,10 +950,10 @@ A vacancy in any office, because of death, resignation, removal, disqualificatio
otherwise, may be filled by the Board for the unexpired portion of the term.
-Chairman of the Board
+Chair of the Board
-----------------------------------------
-The Chairman of the Board, if there be such an officer, shall preside at all meetings of the
+The Chair of the Board, if there be such an officer, shall preside at all meetings of the
Board of Directors and perform such other duties as the Directors may assign.
@@ -964,13 +964,13 @@ 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.
+Chair 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
the Board or by these bylaws or by statute to some other officer or agent of the Corporation; and in
-general he or she shall perform all duties incident to the office of president and such other duties as
+general they shall perform all duties incident to the office of president and such other duties as
may be prescribed from time to time by the Board.
@@ -978,7 +978,7 @@ may be prescribed from time to time by the Board.
Vice President
-----------------------------------------
-In the absence of the president, or in the event of his or her inability or refusal to act, the vice
+In the absence of the president, or in the event of their inability or refusal to act, the vice
president (or, if there be more than one vice president, the first vice president) shall perform the
duties of the president, and when so acting shall have all the powers and be subject to all the
restrictions upon the president. The vice president shall have such other powers and perform such
@@ -996,7 +996,7 @@ any Director at all reasonable times.
The Treasurer shall deposit, or cause to be deposited, all money and other valuables in the
name and to the credit of the Corporation with such depositories as the Board may designate, shall
-disburse the Corporation's funds as the Board may order, shall render to the president, chairman of
+disburse the Corporation's funds as the Board may order, shall render to the president, Chair of
the Board and the Board, when requested, an account of all transactions as Treasurer and of the
financial condition of the Corporation and shall have such other powers and perform such other
duties as the Board or these bylaws may prescribe.
@@ -1004,7 +1004,7 @@ duties as the Board or these bylaws may prescribe.
If required by the Board, the Treasurer shall give the Corporation a bond, in the amount and
with the surety or sureties specified by the Board, for faithful performance of the duties of the office
and for restoration to the Corporation of all of its books, papers, vouchers, money and other property
-of every kind in the possession or under the control of the Treasurer on his or her death, resignation,
+of every kind in the possession or under the control of the Treasurer on their death, resignation,
retirement or removal from office.
@@ -1058,7 +1058,7 @@ For the purpose of this Article XI:
civil, criminal, administrative or investigative; and
3. "expenses" includes, without limitation, all attorneys' fees, costs and any other expenses
- incurred in the defense of any claims or proceedings against an agent by reason of his or her
+ incurred in the defense of any claims or proceedings against an agent by reason of their
position or relationship as agent and all attorneys' fees, costs and other expenses incurred in
establishing a right to indemnification under this Article XI.
@@ -1127,15 +1127,15 @@ The indemnification granted to an agent in Sections 11.3 and 11.4 above is condi
following:
1. **Required standard of conduct**. The agent seeking reimbursement must be found, in the
- manner provided below, to have acted in good faith, in a manner he or she believed to be in
+ manner provided below, to have acted in good faith, in a manner they believed to be in
the best interest of the Corporation, and with such care, including reasonable inquiry, as an
ordinarily prudent person in a like position would use in similar circumstances. The
termination of any proceeding by judgment, order, settlement, conviction, or on a plea of
*nolo contendere* or its equivalent, shall not, in itself, create a presumption that the person did
- not act in good faith or in a manner which he or she reasonably believed to be in the best
- interest of the Corporation or that he or she had reasonable cause to believe that his or her
+ not act in good faith or in a manner which they reasonably believed to be in the best
+ interest of the Corporation or that they had reasonable cause to believe that their
conduct was unlawful. In the case of a criminal proceeding, the person must have had no
- reasonable cause to believe that his or her conduct was unlawful.
+ reasonable cause to believe that their conduct was unlawful.
2. **Manner of determination of good faith conduct**. The determination that the agent did act in
a manner complying with paragraph a above shall be made by: