1 |
On Thu, 2008-03-27 at 10:15 +0000, Steve Long wrote: |
2 |
> Ferris McCormick wrote: |
3 |
> |
4 |
> > 2. I have looked at the proposed bylaws on our web site and as revised |
5 |
> > on 2007-01-22. Except for the change from NM to Delaware, the proposed |
6 |
> > revision is closer to what we actually are. That said, let me raise a |
7 |
> > few points. |
8 |
> > a. The (2007-01-22) proposal is quite detailed. Do we want the |
9 |
> > initial bylaws to go into such specificity? This is probably not a big |
10 |
> > deal one way or the other, because the bylaws are easily amended. And |
11 |
> > NM does not care what is in them as long as they do not conflict with NM |
12 |
> > law. |
13 |
> Is the plan to move to an umbrella organisation asap? (It was mentioned |
14 |
> briefly in the log.) If there's a chance that the Foundation will be |
15 |
> continuing, then best to get them right imo, if they require voting on by |
16 |
> the membership as Mr Jackson raised. |
17 |
> |
18 |
> > b. Both sets of bylaws call out both a Board (of Trustees) and |
19 |
> > officers of the Foundation chosen by the trustees. At the moment, we |
20 |
> > (the trustees) are acting as the officers of the Foundation (because we |
21 |
> > chose ourselves if for no other reason). We need to think through how |
22 |
> > this works and what structure we want. |
23 |
> Officers are people appointed on a professional basis, eg a lawyer, acct or |
24 |
> admin, or more general? |
25 |
> |
26 |
|
27 |
Officers are the people who actually run the corporation (Foundation) on |
28 |
a day-to-day basis. Take your favorite company and think President/CEO, |
29 |
Comptroller, etc. Generally, a board doesn't do all that much, isn't |
30 |
paid much, and so on. Board members are generally required to be |
31 |
members of the Corporation (like stockholders) and the officers of the |
32 |
corporation serve at the pleasure of the board and have whatever |
33 |
qualifications the board members feel are appropriate. Example, related |
34 |
to our own situation: Remember that a while back drobbins offered to |
35 |
serve as president of the Foundation. This would have made him an |
36 |
officer of the Foundation but not a board member (trustee). |
37 |
|
38 |
Currently, the trustees are serving in dual capacity (which is fine), |
39 |
and I am just bringing that out explicitly. |
40 |
|
41 |
> > c. Trustees must be members of the Foundation, but Officers of the |
42 |
> > Foundation need only to be alive (in order to carry out their duties). |
43 |
> > Right now that is probably OK because we have neatly resolved the issue |
44 |
> > for the moment (see point b). |
45 |
> > |
46 |
> As you mentioned in the meeting, the membership detail doesn't seem to match |
47 |
> the existing practice. |
48 |
> |
49 |
|
50 |
In the 2007-01-22 revision, Article IV (Members) tries to reflect what |
51 |
we say we do, but it's a bit unclear on a couple points. And I think |
52 |
current practice (and what we advertise) has overtaken § 4.3. Also, I |
53 |
don't like § 4.9 as it stands. (Disciplinary action has nothing to do |
54 |
with whether or not someone who has ever been a member should remain a |
55 |
member with some narrow exceptions. I prefer that involuntary |
56 |
termination of membership should require Board action. As it stands, |
57 |
membership status depends too much on Council/devrel/userrel, and |
58 |
membership status in the Foundation is really a Board matter, not a |
59 |
Council matter. To become a member, you must be a developer for a year |
60 |
or be voted in by the Board. But after that, Board controls, not |
61 |
Council.) |
62 |
|
63 |
OK, I'm opening up that little discussion now, I guess, but the Bylaws |
64 |
are ultimately approved by the Trustees, and Bylaws spell out membership |
65 |
requirements. |
66 |
|
67 |
> > Because everything we do (in NM or anywhere else) keys off the bylaws, I |
68 |
> > lean toward a recommendation as follows: After a quick scrub for sanity |
69 |
> > and correctness, adapt the 2007-01-22 revision, with an eye to amending |
70 |
> > it as experience warrants. And I know Roy has some ideas along these |
71 |
> > lines which might belong in the bylaws or not. My inclination is to |
72 |
> > pursue his ideas by other means because the bylaws should be rather |
73 |
> > brief and general: The bylaws are the rules explaining who we are and |
74 |
> > how we work procedurally. Thus, it is appropriate and necessary for the |
75 |
> > bylaws to explain who the members are and how we vote, but inappropriate |
76 |
> > for them to call out the President's salary. The bylaws are an enabling |
77 |
> > document, giving the Trustees authority to act. |
78 |
> > |
79 |
> I agree they should be minimal. |
80 |
> |
81 |
> Thanks to all of you for taking this critical work on. I'm sure it'll be |
82 |
> more fun in a few months ;p |
83 |
|
84 |
It's sort of fun already, in a perverse way. :) |
85 |
|
86 |
Regards, |
87 |
-- |
88 |
Ferris McCormick (P44646, MI) <fmccor@g.o> |
89 |
Developer, Gentoo Linux (Devrel, Sparc, Userrel, Trustees) |