On Wed, Dec 02, 2020 at 06:55:01PM +0100, Andreas Mantke wrote: > Am 02.12.20 um 12:23 schrieb Florian Effenberger:
>> The Board of Directors at the time of voting consists of 7 seat >> holders without deputies. In order to be quorate, the vote needs to >> have 1/2 of the Board of Directors members, which gives 4. >> A total of 7 Board of Directors members have participated in the vote. >> The vote is quorate. >> A quorum could be reached with a simple majority of 4 votes. >> Result of vote: 3 approvals, 3 disapprovals, 1 abstain. >> One deputy approves, one deputy disapproves. >> As the vote is a tied vote, § 9 IV of the statutes come to >> effect. The Chairperson has the deciding vote, and voted +1 to the >> proposal. > as far as I know the statutes doesn't speak about a second vote of > the Chairperson here. The vote of the Chairperson is only deciding > in such case. I don't understand what you mean by "only deciding". Clearly, the statutes (Satzung) intend for the Chairperson (Vorsitzender) or his Deputy (Stellvertreter)) to act as a tie-break. Else the sentence In the event of a tied vote, the chairman, or as a substitute the vice chairman, has the deciding vote. Bei Stimmengleichheit gibt die Stimme des Vorsitzenden, ersatzweise seines Stellvertreters den Ausschlag. Is wholly without effect, as it can never have any effect in practice. Can you please give a scenario where the fact that, in your interpretation and understanding of the Statutes, the vote of Chairperson being "deciding" leads to a decision that would not have been reached without the "deciding" quality of the vote? > Thus it counted only 3 approvals and not 4. The necessary approvals > are not reached and the request has not been accepted. To make my question above more precise, the "deciding vote" of the Chairperson applies only in case of "Stimmengleichheit" which I would define (somewhat redundantly) as: Gleichheit der Zahl der für zwei oder mehr zur Wahl stehenden Alternativen, die in dieser Wahl eine (identische) Stimmenzahl haben bekommen die höher als die Stimmenzahl der anderen Alternativen ist, abgegebenen Stimmen or in English Equality of the number of votes cast for two or more alternatives that have gotten a(n) (identical) number of votes in this election that is higher than the number of votes for the other alternatives. So what does "only deciding" mean? To take a decision without the vote being "deciding", it needs to be "mit einfacher Mehrheit", which Wikipedia (https://de.wikipedia.org/wiki/Mehrheit#Einfache_Mehrheit) defines as having strictly more votes than all other options together (cumulatively), not counting abstention as another option. If the vote got to "Stimmengleichheit", necessarily there is no "einfache Mehrheit", so the intention is that the Chairperson vote lead to a decision, and that the winning alternative does _not_ have "einfache Mehrheit". So in my analysis, you cannot reject the decision of the vote for not having "einfache Mehrheit", much less for not having "absolute Mehrheit" (absolute majority), which is what I understand by your "only 3 approvals and not 4". (In the vote at hand, having 6 non-abstaining votes, einfache and absolute Mehrheit have the same meaning in terms of number of votes). Please do explain. > In addition: as far as I know two members of the board have a CoI on > this topic. But only one board member abstained from voting (correct > behavior). The second approved the proposal, instead of > abstaining. This could be seen as a violation of his duties as a > member of the board or his loyalty for TDF. Thus his vote had to > been rejected (and not counted in). If you intend to reject a vote based on this, "could be seen as X" is not enough. Either you assert it _is_ X, or no consequence can come out of it. Additionally, rejecting a vote can only happen on the basis of pre-established formal rules. You are entitled to think poorly of people that behaved otherwise than you think is proper, you are entitled to campaign for their not being reelected, but you cannot exclude their vote other than based on written rules that predate the vote. On the subject of conflict of interest, the choice made by the Statutes is _not_ to exclude "conflict of interest" votes, but to limit those to _one_ _third_. You may think that is a poor choice, you certainly can campaign for a *future* change of the statutes on this point, but you cannot remove votes expressed in accordance with, and within, the limits of the statutes, and other established rules, as they stood during the vote. If CoI votes were to be excluded, why would the composition of the board be limited to one third from the same company? If CoI votes were excluded, we can have e.g. 70% (five members out of seven) board members from the same company, and on each conflict-of-interest vote, the votes of the five are excluded (or rather, they don't vote), and the remaining two board members vote among themselves. To me, this is an indication that the limit of one-third is intended as _another_ solution to the CoI problem than "exclude CoI votes", not cumulative to it. (Again, it doesn't mean I think it is a good choice.) -- Lionel -- To unsubscribe e-mail to: [email protected] Problems? https://www.libreoffice.org/get-help/mailing-lists/how-to-unsubscribe/ Posting guidelines + more: https://wiki.documentfoundation.org/Netiquette List archive: https://listarchives.documentfoundation.org/www/board-discuss/ Privacy Policy: https://www.documentfoundation.org/privacy
