[Community-Discuss] Bylaws changes

Mark Elkins mje at posix.co.za
Mon Nov 7 09:12:00 UTC 2016

On 05/11/2016 12:29, Alan Barrett wrote:
>> 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 per subregion.

This should never include the Nationality or home of the CEO.

As there can only be one Geo director per region - why not just say that
the two Non-Geo Directors can not be from the same region?

I also believe if a standing director moves to a different region then
after 6 months must resign?

>> 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
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Mark James ELKINS  -  Posix Systems - (South) Africa
mje at posix.co.za       Tel: +27.128070590  Cell: +27.826010496
For fast, reliable, low cost Internet in ZA: https://ftth.posix.co.za

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