Results of the 2015 Election to the X.Org BoD & Vote on the By-Law Changes

[Alan Coopersmith]

On 04/13/15 12:37 PM, Eric Anholt wrote:
> Hey, I'm a former board member, and I missed the voting window myself (I
> saw the "changes up for review" message but missed that it was time to
> go click buttons).

The changing dates didn't help, but we were definitely not as proactive on our
get out the vote messages this year as we've been in the past.   Hopefully the
new board will have a firm election schedule established first and then send
out plenty of clear reminder messages about the voting deadline.  If we have a
special election for this, then we can have all 8 board members be on the
election committee, instead of just the half who weren't up for re-election,
which may help spread the workload around as well.

> 2/3 of active, rather than 2/3 of those who voted, is harsh.

Unfortunately, Article 7 of the Bylaws seems to be pretty clear here:

	These By-law may be altered, amended or repealed by an affirmative vote
	of at least two-thirds (2/3) of the Members of X.Org.

(BTW, when we do vote again, can the "By-law" typo in the above be amended to
  "By-laws"?)

The earlier section 3.8 is a little less clear - it states:

	No resolution of the Board or of the Members dealing with any of the
	following matters shall be effective unless and until such resolution
	is approved by a two-thirds majority vote of the Members:

	- any amendment or supplement of the By-laws;

	- any action which may lead to or result in a material change in
	  the nature of the business of X.Org;

	- the entering into of an amalgamation, merger or consolidation with
	  any other corporate body;

	- the entering into of any agreement other than in the ordinary
	  course of X.Org's business;

	- the distribution of substantially all of X.Orgs assets;

	- the termination or dissolution of X.Org; or

	- any amendment or supplement of the Membership Agreement.

which is shortly followed by:

	A quorum for the transaction of business at any meeting of the Members
	shall be twenty-five percent (25%) of the Members entitled to vote
	thereat. Quorum shall be calculated separately for each motion that
	is put to a vote of the Members.

so is that a two thirds vote of the majority of the voters once we have quorum?

If the ballot had two questions - one to amend the bylaws and a separate one to
"enter into an amalgamation, merger or consolidation with SPI", could we have
passed the merger but not the bylaws changes the board thought were necessary
to enact it?

-- 
	-Alan Coopersmith-              alan.coopersmith at oracle.com
	 Oracle Solaris Engineering - http://blogs.oracle.com/alanc