Bylaws amendments: member removal by vote, conflicts of interest, amendment procedure

[jdogresorg]

Summary

This PR proposes a set of amendments to the Dogeparty Foundation bylaws. The current bylaws only allow removal of an elected Community Director, and only for meeting-attendance violations. There is no removal mechanism for Founding Members, no conflict-of-interest policy, and no defined procedure or threshold for amending the bylaws themselves.

These amendments close those gaps while keeping removal deliberately hard, so the mechanism cannot be weaponized by a simple majority.

Changes

Section 2 (Structure): The board is defined as up to three Founding Members and five elected Community Directors, and the terms "member of the Foundation" and "seated member" are defined. This allows the structure to remain valid if a Founding Member seat is ever vacated.

Section 4.2 (Quorum): Quorum becomes a majority of seated members instead of a hard-coded five, so the board can still legally meet if seats are vacant.

Section 5.1 (Attendance removal): The existing attendance-based removal keeps its trigger and gains a defined threshold: a majority of the remaining seated members.

Section 5.2 (Removal by vote, new): Any seated member, Founding Members included, may be removed by a vote of the remaining seated members. Safeguards:

• The member in question does not vote
• The vote passes only when all but at most one of the remaining members vote in favor (with a full board of 8, that is at least 6 of the 7 remaining members)
• Absence or abstention counts as a vote against removal
• 7 days written notice to all members, and the member in question has the right to address the board before the vote
• Votes are recorded in the minutes, with optional on-chain Dogeparty Broadcast for public verifiability
• A failed vote triggers a 6-month cooldown before the same member can face another vote

Section 5.3 (Replacement): The existing replacement rule is generalized: any vacancy is offered to the nominee with the next highest vote count from the most recent election who is not already seated, continuing down the list. A replacement always joins as a Community Director and serves until the next election. If the pool is exhausted, the seat stays vacant until the next election.

Section 5.4 (Transition of access, new): Within 14 days of removal or resignation, the departing member is removed from Community Fund wallets/multisig and all Foundation-controlled credentials and accounts.

Section 6 (Conflicts of interest, new): Members must disclose material conflicts, including an operating or founding role at a competing platform, and recuse themselves from decisions where the conflict is material. Disclosure is not automatic grounds for removal; it gives the remaining members standing to invoke Section 5.2, or the member may resign voluntarily.

Section 7 (Amendments, new): Bylaws amendments require two-thirds of seated members. Amendments to Section 5.2 or Section 7 itself require the same all-but-one threshold as removal, so the removal safeguards cannot be lowered by a smaller majority than they require.

Why now

Full transparency on the motivation: I am working on a platform (XChain) that could reasonably be considered a competitor to Dogeparty. Before releasing it, I want the Foundation to have a real mechanism to remove any member, myself included, if it ever judges that a member's conflicts or conduct are harming the project. These amendments bind the Founding Members to the same standard as everyone else.

[jdogresorg]

Submitted to Dogeparty Foundation via poll... will merge if/when approved