Request for a change to the agenda for the July 2026 meeting

[Andrew van der Stock]

I would like to request an item to be added to the agenda to address term limits as defined by the bylaws, which affects the upcoming election for up to two potential candidates, and resolving this will affect all future candidates who were first appointed to fill a vacancy. I've added the background of the proposed item to the agenda. We will only discuss it if the Board approves the change. 

An ambiguity around term limits for appointed Directors has been discovered due to the absence of linking text in the current bylaws and silence in the Board Directors' policy. Initially, I read our current bylaws sections 4.3 and 4.6 together, to which I read the definition of "term" to be one and the same, so an appointed term from 4.6 is the same as the word "term" in section 4.3, and thus a person could serve a maximum of two terms in any ten years, including the appointed term. But it doesn't say that - it doesn't link them at all, so each section likely stands alone, which means that someone can be appointed to the residual of a term, and then they have the ability to serve up to two elected terms. This was unexpected to me, but it also makes perfect sense, and I'm now fairly convinced that this is the correct reading because there is no constraining text preventing a more maximal interpretation of eligibility. AI also agreed with this interpretation based upon previous court rulings that infer, in the absence of clear text to the contrary, the maximal reading needs to be used. I would prefer that we allow more qualified candidates than not, especially with the new, more stringent candidate requirements as set out in the Directors' policy.

Please read the background materials in the agenda, as they explain things more fully. I've set up a Google Form poll with the same background to help determine which option is most supported by this Board. This vote is non-binding, and you can change your vote during the Board meeting itself based on discussions.

https://forms.gle/5hjWCUW3we4d8Lxz7

We need to get this sorted by the close of nominations, which is August 30. We don't publicly announce candidates until September 1. The outcome of this discussion will be used to brief the lawyers, and there will be a set of follow-up motions for August's public Board meeting (or e-votes - TBD). As the updates may update the bylaws or a policy, two-thirds of the Board need to agree with these changes, so I'd prefer to know your thoughts before we get to the drafting or voting stage. 

thanks,

Andrew