[Board] Resignation from Board

Eli Adam eadam at co.lincoln.or.us
Tue Feb 7 20:18:44 PST 2012

>From the bylaws,

Section 3.6. Resignation and Removal of Directors. A director may
resign at any time upon written request to the corporation.
Furthermore, any director or the entire Board of Directors may be
removed, with or without cause, by a vote of two-thirds (2/3) of the
members entitled to vote for the election of directors or as otherwise
provided in the General Corporation Law of the State of Delaware.

Section 3.7. Vacancies. Any vacancy occurring in the Board of
Directors, including any vacancy created by reason of an increase in
the authorized number of directors, may be filled by the affirmative
vote of a majority of the remaining directors though less than a
quorum of the Board of Directors or by a sole remaining director. If
there is more than one class of members, vacancies of directorships
elected by such class may be filled by a majority of the directors
elected by such class or by a sole remaining director. A director
elected to fill a vacancy shall hold office only until the next
election of directors by the members.

Reading that (and this list) makes it sound like Jeff provided a
written request to resign.  The board accepted that (and had no other
choice).  Now it sounds like the Board must by majority vote select
someone to fill the remainder of Jeff's term.

For making statements before a replacement is selected, are you
suggesting that a more complete statement could be made than something
like, "The Board of Directors accepted Jeff McKenna's resignation from
the OSGeo Board of Directors on February 6th.  In accordance with the
bylaws, a new director will be voted in by the majority of the Board
for the remainder of Jeff's term."?


On Tue, Feb 7, 2012 at 6:51 PM, Venkatesh Raghavan
<raghavan at media.osaka-cu.ac.jp> wrote:
> I am not seeking explanation about Jeff's reasoning from the board.
> I would like a statement from the Board on OSGeo-discuss
> that Jeff resigned and (based on whatever discussion that
> the board had), the resignation was accepted as of xxyyy date.
> Venka
> P.S. The community has a right to know about any Board Members
> resignation/replacement and not many in the community seem to
> be following what is discussed on the board-list
> On 2012/02/08 11:44, Paul Ramsey wrote:
>> Sorry, not understanding, how can the board account for Jeff's
>> reasoning? They didn't ask him to resign from either position. His
>> reasoning is his own, if you want him to explain more of it, ask him,
>> right? As someone who has burned out on extracurricular activities
>> myself from time to time, I think I understand, but I too am only
>> guessing.
>> P.
>> On Tue, Feb 7, 2012 at 6:33 PM, Venkatesh Raghavan
>> <raghavan at media.osaka-cu.ac.jp>  wrote:
>>> On 2012/02/07 20:21, Michael P. Gerlek wrote:
>>>> Jeff's decision to resign from the board and the conference committee
>>>> was
>>>> his own decision, and I think his two emails covered what needed to be
>>>> said.
>>>>  This is sad, of course, but Jeff has his reasons and beyond that we
>>>> should
>>>> respect his privacy.
>>> Jeff has made most of his recent views public
>>> http://lists.osgeo.org/pipermail/board/2012-January/009364.html
>>> http://lists.osgeo.org/pipermail/board/2012-February/009394.html
>>> http://lists.osgeo.org/pipermail/conference_dev/2012-February/001633.html
>>> I think the Board owes an explanation to the community (on osgeo-discuss)
>>> about
>>> the reasons/circumstances that led to acceptance of Jeff's resignation.
>>> This
>>> will
>>> be no disrespect to his privacy.
>>> This should be done before Board Members start expressing thier private
>>> views
>>> about how the vacant Board member seat can be filled.
>>> ....
>>>> On 2012/02/07 18:23, Jeroen Ticheler wrote:
>>>>> My questions to you are now if will you come up with a statement
>>>>> related
>>>>> to this and if you will make an announcement on OSGeo Discuss before
>>>>> more
>>>>> discussion and gossip starts to take place.
>>> I fully agree with Jeroen on the that.
>>> Venka
>>> _______________________________________________
>>> Board mailing list
>>> Board at lists.osgeo.org
>>> http://lists.osgeo.org/mailman/listinfo/board
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