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Add language around voting members and affirmation #13

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Add language around voting members and affirmation
knyghty Apr 3, 2026
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knyghty Apr 21, 2026
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24 changes: 21 additions & 3 deletions bylaws.md
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Expand Up @@ -68,6 +68,20 @@ No Member may have his, her, or its membership terminated except by the affirmat

Upon any resignation or termination of the membership of any Member, all rights of membership, including all related voting rights, of such Member shall be terminated. After a resignation or termination of the membership of any Member, such Member may be reconsidered for membership only in accordance with Section 3.2 of these bylaws.

### 3.7. Voting Affirmation
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#### 3.7.1

Members with voting rights must affirm to the Foundation in writing each year that they intend to vote in that year's elections. Such affirmation must be received by the Foundation before the opening of the relevant election. Only Members who have affirmed their intent to vote, and whose membership and voting rights are otherwise in good standing, shall be considered "**Voting Members**" for purposes of elections and quorum calculations under these bylaws.
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#### 3.7.2

The Board may waive the affirmation requirement for any Member who voted in the most recent preceding election. Such Members shall be considered Voting Members without a new affirmation unless they notify the Foundation in writing that they do not intend to vote.
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@ryancheley ryancheley Apr 4, 2026

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What would the mechanism be for waiving this requirement? What would the criteria be for such a waiver?

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@knyghty knyghty Apr 4, 2026 •
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The criteria are in the wording - that they voted in the last election. If you mean when would we do this, I think we could do it always, so in reality you only have to affirm once every couple of elections. One thing to note is that sometimes the SC elections and board elections can happen close together so it might be a bit annoying to need to affirm twice.

The mechanism I'm less sure of, but that's mostly because I don't really know the mechanism for affirmation in the first place, we would need some way to track it and ideally automate it all.

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@jacobian jacobian Apr 14, 2026

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Broadly the way I see this working is that some time prior to the election, the administrator does some things:

  • Collect a list of everyone who voted in last year's election; that's our beginning Voting Members list for this year.
  • Everyone on that list gets an email saying: "hi, you voted last year, so automatically registered to vote this year. If you don't want to vote, email us to be removed." (Anyone who emails is removed.)
  • Every member who didn't vote last year gets an email: "hi, in order to vote in the upcoming election, you need to register to vote. click here." (This could link to a google form, whatever). Anyone who registers by some deadline is is now a voting member.
  • Election begins: everyone on the list gets a link to the ballot.

This absolutely doesn't need to be in the bylaws, but it's worth writing down in some procedure guide somewhere.

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Suggested change
The Board may waive the affirmation requirement for any Member who voted in the most recent preceding election. Such Members shall be considered Voting Members without a new affirmation unless they notify the Foundation in writing that they do not intend to vote.
The Board will waive the affirmation requirement for any Member who voted in the most recent preceding election. Such Members shall be considered Voting Members without a new affirmation unless they notify the Foundation in writing that they do not intend to vote.

I'm unsure about this change, we should probably discuss.

If it's "may": the Board will need to take affirmative action each year (e.g. a vote) to waive affirmation for people who voted last year. If it's "will", this would be assumed to happen automatically, and we don't have to do anything. There are pros and cons to each approach!


#### 3.7.3

The Foundation shall make reasonable efforts to notify all eligible Members of the affirmation requirement and the deadline for affirmation at least thirty (30) days before the opening of the relevant election.
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## 4. Board of Directors

### 4.1 Powers
Expand Down Expand Up @@ -185,15 +199,19 @@ Meetings of the Board and of the Members may be held at any place within or with

A majority of the authorized number of directors or Members shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the directors or Members at a meeting duly held at which a quorum is present shall be the act of the Board or of the Members, respectively, unless otherwise provided by law, or if these bylaws specifically require a greater number. A meeting at which a quorum is initially present may continue to transact business, notwithstanding withdrawal of the directors, if at least a majority of the number constituting a quorum approves such action. Without a quorum at any meeting, a majority of the directors or Members present may adjourn the meeting.

### 5.8 Adjournment
### 5.8 Quorum for Member Elections

For any election held by the Members, a majority of the Voting Members as defined in Section 3.7, represented by ballot or proxy, shall constitute a quorum. For electronic elections, a quorum shall be reached as soon as a majority of the Voting Members have cast their vote; if the voting period ends before a quorum is reached, the election is declared void.

### 5.9 Adjournment

Any meeting of the Board or Members, whether or not a quorum is present, may be adjourned to another time and place by the affirmative vote of a majority of the directors or Members present. If the meeting is adjourned for more than twenty-four (24) hours, notice of such adjournment to another time or place shall be given in accordance with Section 5.5 above.

### 5.9 Action without Meeting
### 5.10 Action without Meeting

Any action required or permitted to be taken by the Board or the Members at a meeting thereof may be taken without a meeting if all of the directors or Members, respectively, shall consent in writing to such action. Evidence of such action shall be one or more written consents describing the action taken, signed by each director or Member, and included in the minutes or filed with the corporate records reflecting the action taken. Any action taken hereunder shall be effective upon the receipt of the written consent of all of the directors or Members, respectively, for approval of the action under consideration.

### 5.10 Written Notices, etc
### 5.11 Written Notices, etc

Any written notice, consent or waiver, required or permitted hereunder shall be sufficient if sent by email to the recipient from the electronic address of the person giving such notice, consent or waiver.

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