Skip to content

📝 Add Board Affiliation and Co-Affiliation limits (4.9 and 4.10) #5

New issue

Have a question about this project? Sign up for a free GitHub account to open an issue and contact its maintainers and the community.

Sign up for GitHub

By clicking “Sign up for GitHub”, you agree to our terms of service and privacy statement. We’ll occasionally send you account related emails.

Already on GitHub? Sign in to your account

Open
wants to merge 3 commits into
base: main
Choose a base branch
from
Open

📝 Add Board Affiliation and Co-Affiliation limits (4.9 and 4.10) #5

Changes from all commits
Commits
Show all changes
3 commits
Select commit Hold shift + click to select a range
b8c0a4f
:pencil: Add board affiliation and limit rules to bylaws
jefftriplett Apr 10, 2025
2436569
:pencil: Updates copy to match @thibaud's suggestion
jefftriplett Apr 11, 2025
6446b71
:pencil: Updates appointment order via PR suggestion
jefftriplett Apr 11, 2025
File filter

Filter by extension

Filter by extension
Conversations
Failed to load comments.
Loading
Jump to
Jump to file
Failed to load files.
Loading
Diff view
Diff view
18 changes: 18 additions & 0 deletions bylaws.md
View file
Open in desktop
Original file line number Diff line number Diff line change
Expand Up @@ -110,6 +110,24 @@ A vacancy or vacancies on the Board shall be deemed to exist in case of the deat

Directors and members of committees may receive such compensation, if any, for their services, and such reimbursement for expenses, as may be fixed or determined by the Board.

### 4.9 Affiliations of Board Members

Any person running for the Board must disclose all affiliations (other than the Organization) as part of their candidate statement. Board Members must immediately disclose to the membership any changes in their affiliations that occur during their term of service. For purposes of this section, an affiliation exists when a Board Member or prospective Board Member:

(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.
Comment on lines +117 to +121
Copy link
Member

Choose a reason for hiding this comment

The reason will be displayed to describe this comment to others. Learn more.

Suggested change
(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?

Copy link
Member Author

Choose a reason for hiding this comment

The reason will be displayed to describe this comment to others. Learn more.

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)


For purposes of this Section, a common affiliation includes all organizations that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with the other entities declared as affiliations by other members of the Board of Directors.

### 4.10 Limits on Co-affiliated Board Members

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.

Any person whose seating or appointment would cause the Board to exceed the co-affiliation limit shall be ineligible to serve. When multiple candidates with the same affiliation are elected concurrently, they are seated in the order they reach the winning threshold during voting. Once the co-affiliation limit is reached, remaining candidates with that affiliation shall be ineligible.

## 5. Meetings

### 5.1 Annual Meeting
Expand Down