Re: [gentoo-nfp] Foundation by laws: new Article V

[Alec Warner]

On Sun, Aug 31, 2008 at 1:24 PM, Chrissy Fullam <musikc@g.o> wrote:
> Refer to bylaws that were approved in today's Trustee meeting:
>
> http://dev.gentoo.org/~neddyseagoon/docs/FoundationBylawsProposed_7.xml
>
>
>
> I cannot understand why a person cannot be on the Council and on the
> Trustees? We had someone do so in the past and no conflicts or issues arose.
> What is the reasoning that a person cannot serve on the technical team and
> the legal team?

a) Should the member go missing we would be down 1 position in both
bodies, a subcase of Single Point of Failure.
b) I worry about time constraints with one person being on two
important bodies in a volunteer organization eg; fulfilling both roles
properly.
c) Limitations of Power.  This bylaw limits the damage done by one
person.  It is SOXish; it takes two to tango; two people to be
malicious in some use cases.
d) Past performance does not indicate future returns.  Just because we
have not had troubles in the past with this does not mean we will not
have trouble with it in the future.

>
> Please note: that I do not see validity in the statement 'what if Council
> asks for money and dual role person on the Trustee approves it' as I think
> that person would hold the same opinion regardless of being on both teams
> unless we are saying that we cannot trust our Council people to not make
> decisions in the best interest of Gentoo.

I trust the council to make the best *technical* decisions for Gentoo;
that is why I voted for the people I did.
That has nothing to do with making legal/funding decisions as the
council has no say in those matters.

Your use case is invalid in the general case as funding requests of
any kind require majority approval by the board of trustees per:
http://www.gentoo.org/foundation/en/requesting-funds.xml

More specific use cases that may or may not be illegal.

I am Treasurer and on Council; I get a motion in council approved by a
slim margin.  I skip the approval process from the rest of the board
and just cut a check because I'm Treasurer.  Legal?  Maybe...it is
hard to say how binding the xml on that document is.

I am a Trustee and on the Council; I get a motion in council approved
by a slim margin and because I am trustee I only need N -1 / 2 votes
(a majority of all trustees that are not me) to pass my motion.  In
the case of an odd number of trustees this means I can pass motions
with 1 less vote than other motions which is an advantage.  Legal? Yes
if the bylaw is repealed ;)

Most of these specific use cases can be removed by adding a bylaw
stating that a trustee that is also a council member must recuse
himself in decisions in both bodies that affect each other.  So if I
vote in council on a motion that requires funding; I cannot vote in
the trustee vote to approve it; this negates my 1 vote advantage.

Recusal enables said person to participate in both bodies in what I'll
term 'a majority' of decisions.

-Alec

>
>
>
> Kind regards,
> Christina Fullam
> Gentoo Developer Relations Lead | Gentoo Public Relations