[Ofa_boardplus] Announcement: The vote on the bylaws as approved in the March 17 Board meeting has been canceled

Doug Ledford dledford at redhat.com
Wed Apr 6 07:01:24 PDT 2022

On March 31, the Board held an Executive Session meeting.  The reason the
meeting was held as an Executive Session is that the purpose of the meeting
was to relay advice from legal counsel to the Board, which involved
attorney/client privileged information.

The result of that disclosure was a vote to cancel the existing ballot
process approved in the March 17th Board meeting and to revisit the issue
during the April Board meeting.

Of particular interest was the advice from counsel that putting matters of
policy to a vote to the members is highly irregular.  Instead, counsel
advised that we should hold a vote on the Bylaws, and the Bylaws alone, and
put that to all the members as required by CA state code.  Then, if the
Bylaws pass, we should immediately convene a special Board meeting and have
the Board ratify any needed policies.

We plan to address this at the next Board meeting.  Any members that need
to get approval from their legal counsel to approve just the Bylaws without
the attending policies should start that process ASAP.  We would like to
get this pushed through sooner rather than later.

Thank you,

Doug Ledford <dledford at redhat.com>
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