[Community-Discuss] Bylaws changes

[Alan Barrett]

> On 5 Nov 2016, at 14:53, Seun Ojedeji <seun.ojedeji at gmail.com> wrote:
> 
> Hello Alan,
> 
> Thanks for sending this across, a few "personal" comments below:
> 
> 1. For item 7: I think 13.8b is sufficient hence 13.8c may not be needed; We don't have to formerly restrict things to that extent.

I’ll see what comments I get, and either change it to a limit of 1 per country, or let the limit of 2 per sub-region be enough.

> 2. For item 12: I am not sure the proposed resolution would change the fact that registered members can change the bylaw(as per the act). Even though I have no problem with your proposed changes.

I suspect that we can’t legally prevent the registered members from changing the bylaws, but we can make it clear that that would be against the intent of the bylaws.

> 3. For item 16: This seem to imply that the registered member who is subject to removal still has a vote. I have no problem with that, just want to be sure that was your intent.

We allow Directors standing for re-election to vote for themselves, so why not allow a Director to vote against his own removal?  The requirement to recuse oneself for conflict of interest applies only to actions as a Director, not to actions as a Registered Member, even though the same person fills both roles.

> Secondly while I do not expect this clause to be used often/never(well I hope). It will be good to explicitly exclude the CEO to be opened to such removal process  (even though i know it's implied).

This should be “an elected Director may be removed …”.  I’ll fix it.

> In an almost impossible situation where there are quite a number of removal that could affect the work of the Board (like forming a quorum), it may be good to clarify what would happen to the seats.

I think it’s clear enough that the remaining Directors would have the right to fill the casual vacancies in terms of Bylaws article 13.14.

Alan Barrett