📝 Add Board Affiliation and Co-Affiliation limits (4.9 and 4.10) #5
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jefftriplett
changed the title
| (a) is an employee, officer, or member of the Board of Directors of another entity; | ||
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| (b) maintains a significant consulting relationship with another entity; or | ||
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| (c) owns at least 1% of the equity or debt, or derivatives thereof, of another entity. |
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| (a) is an employee, officer, or member of the Board of Directors of another entity; | |
| (b) maintains a significant consulting relationship with another entity; or | |
| (c) owns at least 1% of the equity or debt, or derivatives thereof, of another entity. | |
| 1. is an employee, officer, or member of the Board of Directors of another entity | |
| 2. maintains a significant consulting relationship with another entity; or | |
| 3. owns at least 1% of the equity or debt, or derivatives thereof, of another entity. |
Is it possible for us to use more accessible formatting for this as well?
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I think this is fine to do, but I'm going to leave it open, in case there's a legal(ease) reason that I'm not aware of for why we should keep it.
(noting this mostly to myself, but we should probably preview it in case we need to indent the bullets since our overall doc structure is weird to being with)
Co-authored-by: Thibaud Colas <thibaudcolas@gmail.com>
Co-authored-by: Thibaud Colas <thibaudcolas@gmail.com>
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| ### 4.10 Limits on Co-affiliated Board Members | ||
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| No more than two (2) members may share a common affiliation as defined in Section 4.9. If the number of co-affiliated directors exceeds this limit due to a change in employment or corporate acquisition, the longest-serving member(s) of the Board sharing that affiliation must resign prior to the next Board meeting to bring the number of co-affiliated directors within the permitted limit, unless otherwise agreed between the co-affiliated members. |
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I have some concerns about the automatic resigning mechanism of the board members with the longest service. In the unlikely, but possible, case of 3 couples of board members who end up having the same affiliation (e.g. acquisition), 4 members would be removed from the board, leaving only 3 of them in the board. Furthermore, the criterion of automatically dismissing the member with the longest service is a bit arbitrary, because perhaps this member has a role that is difficult to replace (e.g. treasurer). I do not have an alternative proposal that could address these eventualities, but I would invite looking for a more robust mechanism on this point to avoid leaving the board in an inconsistent state.
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I’m not a fan of this either, but this all felt unlikely enough that it likely isn’t super worthwhile to figure out a better system.
edit: note from Jacob, as written this also allows for the concerned members to get together and have someone else than the longest-serving resigning
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What about:
4.10 Limits on Co‑affiliated Board Members
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Two‑director cap. No more than two (2) sitting directors may share a common affiliation as defined in Section 4.9.
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Change in circumstances. If, due to a change in employment, merger, or acquisition, the number of co‑affiliated directors rises above two, the affected directors must notify the Board within fourteen (14) days.
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Voluntary resolution period.
- Within thirty (30) days of that notice the co‑affiliated directors must agree which director(s) will resign in order to restore compliance.
- Directors should consider officer roles and essential responsibilities when deciding.
- The resignations take effect only when at least five (5) directors will remain seated, or simultaneous appointments are ready to keep the Board at or above the minimum size required by Section 4.2.
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Default rule if no agreement.
- If the co‑affiliated directors do not reach agreement within the thirty‑day period, the Board will vote to decide which director(s) shall resign, taking officer roles into account.
- If the Board vote results in a tie, the director(s) with the most recent start date(s) will resign first until compliance is restored.
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Vacancy filling. Vacancies created under this Section must be filled as soon as practical under Section 4.5. The resigning director(s) may continue in a non‑voting advisory capacity until replacements are seated to ensure continuity of officer duties.
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Election eligibility. A candidate whose seating would cause the Board to exceed the two‑director cap is ineligible. When multiple candidates with the same affiliation are elected in the same ballot, they are seated in the order they cross the winning threshold; any remaining candidates from that affiliation become ineligible once the cap is reached.
Fixes #4