[Osmf-talk] Question regarding circular resolutions of the board

Christoph Hormann chris_hormann at gmx.de
Thu Jan 18 10:22:42 UTC 2018

On Thursday 18 January 2018, Peter Barth wrote:
> > 4. The quorum is met if at least 50% of board members are present.
> > Board resolutions are carried by a simple majority of the board
> > members present.
> So I'd argue that 3 votes in favour and 5 abstains *is* a simple
> majority.

Yes, i noticed that - although this, as written, applies to board 
meetings (it talks about members present).

To be clear: Me mentioning this was not to point out you made an error, 
i wanted to make sure correct and consistent procedure is followed.  If 
the rules are either ambigous or do not reflect exactly how the board 
wants to handle things they should simply be changed.

To me it makes sense not to have too high hurdles for making time 
sensitive decisions.  On the other hand it is also important to not 
create a path for a minority on the board to push though decisions with 
a reduced threshold - like by timing a controversial subject to a date 
where opposing board members are absent for one or two weeks and with a 
procedure that involves less publicity and less transparency than a 
decision at a board meeting (and accordingly no possibility for the 
member base to voice their opinion).

To be contructive: I could imagine the following rules:

* same thresholds for circulars and meeting decisions.
* circulars limited to time sensitive matters (which the resolution 
needs to justify).
* any circular passing without passing an absolute 50% threshold needs 
to be confirmed by the next board meeting (which would essentially mean 
any abstentions due to absence in the circular would have the 
opportunity to change this and thereby potentially change the result at 
the next meeting).

Christoph Hormann

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