Bylaws

The XSF Bylaws is a document located on xmpp.org that says how the XSF as a foundation operates.

Remarks

This section contains information, questions about parts of the bylaws that do not correspond to how the XSF actually operates, and could be clarified and/or updated.

Board voting

It is described in the bylaws that a board quorum is established by a majority (3/5) of board members, and out of this quorum a majority (2/3) can vote a motion. That is, 2 board members can pass a vote during a meeting with 3 present.

§5.7:

The presence of a majority of the Members of the Board of Directors shall constitute a quorum

a vote of the majority of the Directors present at a meeting in which a quorum is present shall be the act of the Board of Directors

This was raised as an issue on the list (Feb 2020), and was discarded by other board members as "a trend that rules and procedures are being challenged for the purpose of change".

According to "current practices", Board will not make decisions when there are only 3 Directors present.