Published By-Laws are out of date
williamkapke opened this issue · comments
The By-Laws published at https://nodejs.org/en/foundation/ are out-of-date. I believe there have been 2 changes:
- 2015-11 Raise number of Individual Board Members to 2
- 2016-12 Coin Toss resolution.
Perhaps I missed something else, so we'll need to track them down. The individual changes are not merged in to the document yet. We need to complete this and publish them!
just so that I have all the notes in one place, what is the script you're using to convert the word doc to markdown?
Heh- yeah, I have my uglyscript.
I do a CMD+A, CMD+C in the word doc-- then CMD+V in node-foundation-by-laws.md .. and then run this uglycode:
var fs = require('fs')
var raw = fs.readFileSync('./static/documents/node-foundation-by-laws.md', 'utf-8')
var out = raw
//general cleanup
.replace(/[ \t]+\n[ \t]*/g, '\n') //remove trailing whitespace
.replace(/[ \t]{2,}/g, ' ') //remove random double spaces
//convert to markdown
.replace(/BY-LAWS OF\nNODE.JS FOUNDATION/, '# BY-LAWS OF NODE.JS FOUNDATION')
.replace(/\nARTICLE (.+)\n/g, '\n\n## ARTICLE $1 - ') //make article headings
.replace(/\n+## ARTICLE /g, '\n\n## ARTICLE ') //make sure there is only 1 empty line above
.replace(/\nSection\s+([\d.]+)\s+/g, '\n\n### Section $1 ') // make section headings
.replace(/\n+### Section /g, '\n\n### Section ') //make sure there is only 1 empty line above
.replace(/\n\(/g, '\n- ') // make bullet lists
.replace(/\n- ([ivx])/g, '\n - $1') // roman numeral lists
.replace('\n - i) Each Platinum', '\n- i) Each Platinum') //well, this one is actually, the letter `i`
//random cleanup
.replace('and (e) undertake', 'and\n- e) undertake')
.replace(' (b) In the event', '\n- b) In the event')
.replace('\nSuch filing shall be', ' Such filing shall be')
.replace('and agrees that the\nFoundation', 'and agrees that the Foundation')
.replace('Date Section Affected Change', '| Date | Section | Affected | Change |\n| ---- | ------- | -------- | ------ |\n| | | | |\n')
fs.writeFileSync('./static/documents/node-foundation-by-laws.md', out);YMMV :/
Individual membership resolution doesn't have a redline in the board materials but the resolution includes full text. Its' also from 2015-11, not 2016-11 :)
RESOLVED: That it is in the best interests of the Foundation that the number of
Individual Directors be increased from up to one to up to two, and that Section
4.3(d) is therefore hereby amended to read in its entirety as follows:
(d) At the time of any election of Directors where the number of Platinum Directors is
three or greater, each Individual Member in good standing shall have the right to vote,
together with the other Individual Members as a class, to elect two Individual Members
to serve as a Director (such Director being referred to as the “Individual Director”).
Prior to the first annual action of Members, the initial Individual Director(s) shall be
elected at a time approved by the Board. Each Individual Director shall serve in
accordance with Section 4.3(h) below and until his or her successor is elected and
qualified or until his or her earlier resignation or removal for staggered terms as
approved by the Board of Directors. The selection of nominees for such position(s)
shall be performed under such nominating procedures as may be set by the Board
from time to time.
Here's the redline for the Coin Toss adjustments.
2015-11, not 2016-11
Gah- ok. updated above.
Another thing to note, the Coin Toss amendments didn't happen in a regular board meeting, it happened in an email resolution in December so that we could close the loop on it before the new year and before the Individual Membership election.