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Bylaw changes for 2023 X.org vote

Closed Simona Vetter requested to merge wip/sfc-v2 into master
2 unresolved threads

Note that this branch contains two independent bylaw change proposals, which are voted on independently:

  • Adopt SFC as new fiscal sponsor for X.org, which is the majority of the changes
  • Change the special voting quorum requirements to be limited to present (meaning voting) members from the current rule of all members. This is 564b7711

For best reviewing of the changes in the gitlab UI uncheck the box to show whitespace changes. Also note that gitlab highlights the specific words that have been changed, which makes reviewing the replacement commits much easier.

Edited by Simona Vetter

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  • Simona Vetter added 1 commit

    added 1 commit

    • de51460d - typo fixes during voting period

    Compare with previous version

  • Simona Vetter resolved all threads

    resolved all threads

  • Emil Velikov
    Emil Velikov @xexaxo started a thread on commit 764f81d0
  • 143
    144 \begin{enumerate}[(a)\hspace{.2cm}]
    145 \item any written modifications to the Agreement must have
    146 the approval of the quorum of the members in attendance at
    147 a special meeting as specified in the X.Org By-laws, and
    148 the approval of the Management Agent’s Legal Counsel;
    149 \item any written modifications to the X.Org By-laws must
    150 have the approval of the quorum of the members in attendance
    151 at a special meeting as specified in the X.Org By-laws, and
    152 the agreement from the Management Agent’s Legal Counsel that
    153 the modifications are legal.
    154 \end{enumerate}
    144 \item This Agreement may be changed from time, by continuing X.org
    145 membership the Member explicitly agress to the terms of the modified
    146 agreement.
    155 147
    • If I'm reading this correctly, this means that any changes - be that SPI -> SFC or other - can happen without the vote of the actual members. Is that intentional? What's the reasoning behind it? Who decides if changes should be accepted, if not for the actual members?

      This seems like a substantial change, which should be fleshed out in its own commit and voted on. For the sake of not delaying the election, I would suggest splitting and deferring it for later.

    • Ok so I think I screwed up the splitting here a bit for maximum clarity, this is part of the separate vote to change the rules for quorum. Instead of replicating the rules in both places (and in the past we've screwed up keeping them both in sync in other areas), the voting rules are only in the bylaws for both. The bylaws do still have the wording that changes to the membership agreement have the exact same voting and quorum requirements as changes to the bylaws.

      So as long as these quorum rules in the bylaws are not changed with the separate vote, this change here has no material impact.

      I'll ping election committee (I'm not there since I'm running) whether they disagree.

      Edited by Simona Vetter
    • Agreed with @danvet. Just to be 100% clear and insist on the main point: the process for making changes to the Membership Agreement does not change and is specified in bylaws.tex.

      Quoting the Membership Agreement section of it:

      Additional requirements and rights of membership are specified in the Membership
      Agreement. The Membership Agreement may be repealed or amended as defined by
      the Special Voting Requirements in section \ref{section_voting_requirements}.

      And the Special Voting Requirements section:

      No resolution of the X.Org Governance Committee or of the Members dealing with
      any of the following matters shall be effective unless and until such
      resolution is approved by a two-thirds majority vote of the Members who are
      present:
      
      [...]
      
      	\item Any amendment or supplement of the Membership Agreement.

      With these change, the rules are not modified but the document itself does not mention the rules to change it. However, the membership agreement says that the member will abide by the Governance Rules in bylaws.tex:

      	\item The Member agrees to comply with all the rights and obligations
      	that apply to membership of X.Org and to abide by the Governance Rules
      	of X.Org as specified in the X.Org Governance Rules, dated PLACEHOLDER
      	or as subsequently amended by the Governance Committee of X.Org.

      So both documents are tied together, and the rules do not change.

      Edited by Ricardo Garcia
    • Also note I quoted the text with the new quorum rules. If those are not approved, the Special Voting Requirements section will mention:

      No resolution of the Board or of the Members dealing with any of the following
      matters shall be effective unless and until such resolution is approved by a
      two-thirds majority vote of the Members:

      Note the lack of "who are present".

    • Indeed - having this piece split out with, even with a fraction of the above details would be great.

      Thanks o/

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  • 305 310 \section{Special Voting Requirements}
    306 311 \label{section_voting_requirements}
    307 312
    308 No resolution of the Board or of the Members dealing with any of the following
    309 matters shall be effective unless and until such resolution is approved by a
    310 two-thirds majority vote of the Members:
    313 No resolution of the X.Org Governance Committee or of the Members dealing with
    314 any of the following matters shall be effective unless and until such
    315 resolution is approved by a two-thirds majority vote of the Members who are
    316 present:
    • Comment on lines +315 to +316

      In light of the election results. Also ping about regenerating the PDF and landing this MR.

      Suggested change
      315 resolution is approved by a two-thirds majority vote of the Members who are
      316 present:
      315 resolution is approved by a two-thirds majority vote of the Members:
    • @rg3igalia we need the approval from SFC before we can commit it all. I think so at least, maybe a topic for this week's board meeting. I think @lyudess said she'll ping SFC about next steps.

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  • @lyudess pushed the result of the elections to the main branch and regeneration everything with the right dates, we can close this MR here now

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