[Board] How to replace Jo?

Frank Warmerdam warmerdam at pobox.com
Fri Aug 10 09:37:42 PDT 2012


On Fri, Aug 10, 2012 at 8:48 AM, Michael P. Gerlek <mpg at flaxen.com> wrote:

>
> I think the wisest course would be to do nothing right now, and then have
> the new board of 8 act to fill the void. I would want to make a motion at
> that time that we appoint whoever the runner up was, but as CRO I'm
> potentially biased since I would know who that person would be. I would
> probably want to abstain from voting on that motion.
>

Michael,

I am in favor of leaving this decision to the new board.  I think it would
be reasonable for them to appoint the first runner up in the election to
the empty seat for one year.


>
> [note: with Arnulf, I'm recording the votes this week as they come in -
> but I honestly haven't looked to see who's got how many votes -- I'm just
> concerned with making sure we record the data correctly.]
>
> Which brings another point up. In section 3.5 it says
>
> > At the first annual meeting of members and at each annual meeting
> thereafter, the members shall elect directors to hold
> > office until the next succeeding annual meeting. Each director shall
> hold office for the term for which he or she is elected
> > and until his or her successor shall have been elected and qualified or
> until his or her earlier resignation, removal or death.
>
> We already decided to let the new board decide what to do about the 2013
> annual meeting -- but the new board won't exist until that meeting occurs.
>
> Oops.
>
> At what point do the new Board members take over? And at what point do we
> get a new chair? Do we wait for the September meeting?
>

Note that what we have been calling an annual meeting isn't really any such
thing in the corporate law sense since we do not send formal notice to all
charter members, nor do we follow proper procedure (minutes, motions,
votes) nor make any decisions.  They are basically just an opportunity to
discuss the activities and directions of the foundation with a swath of the
membership and interested parties.

So, from that perspective there is little point in worrying about whether
it happens before or after the new board comes into effect.

My position is that the new board is "in effect" from the point the CRO
announces the election results.

Best regards,
-- 
---------------------------------------+--------------------------------------
I set the clouds in motion - turn up   | Frank Warmerdam,
warmerdam at pobox.com
light and sound - activate the windows | http://pobox.com/~warmerdam
and watch the world go round - Rush    | Geospatial Software Developer
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