[foundation-web: 2/5] Adjust board terms to two years and split them as per AGM vote
- From: Andrea Veri <averi src gnome org>
- To: commits-list gnome org
- Cc:
- Subject: [foundation-web: 2/5] Adjust board terms to two years and split them as per AGM vote
- Date: Tue, 10 Sep 2019 17:39:37 +0000 (UTC)
commit 0ad06c3ed624c3ffb72824febffb05a68bfd04c0
Author: Neil McGovern <neil gnome org>
Date: Sun Aug 25 13:06:06 2019 +0300
Adjust board terms to two years and split them as per AGM vote
foundation.gnome.org/about/bylaws.rst | 22 +++++++++++++++++++++-
1 file changed, 21 insertions(+), 1 deletion(-)
---
diff --git a/foundation.gnome.org/about/bylaws.rst b/foundation.gnome.org/about/bylaws.rst
index 72f0fea..5bdc103 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
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