Leo,

Excellent points. For 1. you are correct in "the intention was that the 
change in the number of Directors-at-Large becomes effective as of the 
next election (for increases) or when current Directors' terms expire 
(for decreases). " We should add this to the document.

For 2. I think the implicit assumption was that an appointed Director 
would have voting powers. Maybe we could add to 6.2 the statement: "The 
appointed Director would have the full set of rights and 
responsibilities as the Director being replaced." or something like that.

Unfortunately, even though these are minor edits for clarification, I 
don't think we can make them now. But, assuming these bylaws are 
approved, we can make them then.

Thanks,

Scott

Leo Hourvitz wrote:

> Hi Scott,
>
> I was just reading the proposed bylaw changes, very interesting. I 
> remember when some of these ideas first came up, it's good to see them 
> getting to this stage.
>
> I had a question about the new bylaws, though (sorry if I missed 
> somewhere to post these publicly -- I'm only emailing because I 
> couldn't find a "discuss" button anywhere).
>
> 1. In Article 4.3, it says the the number of Directors-at-Large can be 
> set by the EC via supermajority vote. However, it doesn't specify 
> anything about when that would be effective. Is it effective 
> immediately? Whatever your intent is, I think as a guiding document it 
> would be much better if it was spelled out in the document. For 
> instance, I assume that the intention was that the change in the 
> number of Directors-at-Large becomes effective as of the next election 
> (for increases) or when current Directors' terms expire (for 
> decreases). Because changing the number of directors changes the 
> voting members of the EC, it's kind of an important governance issue.
>
> 2. I think I understand the intent of the changes w.r.t. only elected 
> members of the EC voting, which is awesome. However, I think there's a 
> unintended consequence of the definitions. It says in Article 2.4 that 
> only Directors vote, and it says in Article 2.2 that Directors are 
> elected members of the EC. Therefore, I think that per these Bylaws, 
> if there's a vacancy on the EC, and someone is appointed to fill out 
> the term of the departed member, the newly appointed member of EC 
> cannot vote (because they weren't elected, and therefore per Article 
> 2.2 are not a "Director"). I'm guessing that wasn't the intention, but 
> it seems like that's the implication of the current text?
>
> Thanks for all your work drafting and proposing these. I'm hoping 
> (like you) that they'll make for an even more effective organization 
> in the future!
>
> Leo
>
>