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To: gentoo-nfp@g.o
From: Roy Bamford <neddyseagoon@g.o>
Subject: Draft Foundation By Laws
Date: Tue, 15 Apr 2008 22:57:20 +0100
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All, 

Danger Will Robinson, Long Rambling Post Ahead.
 
The story so far. The Foundation Bylaws have been through several 
drafts for several reasons. There is a set 
http://www.gentoo.org/foundation/en/bylaws.xml which were drafted for 
the original incorporation in New Mexico.

Subsequently rl03 (and maybe others?) modified this draft to be 
suitable for incorporation in Delaware. At this time there was also 
some good work done to update the Bylaws to reflect the way Gentoo 
really works.

Incorporation in Delaware was not followed through as the incumbent 
trustees began examining the options with umbrella organisations like 
the SFC.

Now we are in the process of restoring our good standing in New Mexico 
and the Bylaws need more work to complete that.

As I'm not familiar with US law, I have taken the Draft Bylaws produced 
by rl03 and pasted in some of the New Mexico statutes from  
http://xrl.us/bjevt. This is a 30 page work in progress available as a 
Open Office or PDF document in my dev space.

Reading through this combination document, looking at the law and the 
Bylaws, I have the following questions:-

Meetings of Members.
The various statutes, (which are quite old) infer physical meetings. 
e.g. 53-8-13. Meetings of members. 
A.     Meetings of members shall be held at such place, either within 
or without New Mexico as may be provided in the bylaws. In the absence 
of any such provision, all meetings shall be held at the registered 
office of the corporation in New Mexico.    

How does the concept of an Annual Meeting to elect Trustees sit with 
our voting process?
Would we get away with opening the meeting, calling for nominations 
then adjourning for a month to allow the two week nomination process and

two week vote process to happen? 

53-8-16. Quorum.
With virtual meetings, and virtual voting how can we demonstrate we 
have a quorum. At physical meetings, attendees are counted entering the 
meeting room. They may not vote later in the meeting but their presence 
is all that matters for a meeting to be quorate.

The draft bylaws state  Section 3.10 and 3.11:-
"A member may vote either in person or by proxy executed in writing by 
the member or his or her duly authorized attorney-in-fact."
We need to disallow proxies unless someone knows how it could be 
enforced with our voting system and/or on IRC.

"Section 4.2. Full Members. To be eligible for membership as a full 
member, a person must hold full developer privileges and remain in good 
standing with the project for a probationary period of no less than one 
calendar year."
Needs to be clarified - what is "full developer privileges"?
Do non ebuild developers qualify ?
This is important to me personally as I am not an ebuild developer.

Section 5.4. Number. ... fix this section to include the original 13 
Trustees as we are back in New Mexico.

Section 7.1. Books and Records.
The law requires "Each corporation shall keep at its registered office 
or principal office in New Mexico a record of the names and addresses 
of its members entitled to vote."
Our Bylaw says 
"The foundation shall keep at its registered office or principal place 
of business, or at the office of its transfer agent or registrar, or in 
the custody of the Secretary a record of the name, address, telephone 
number, and electronic mail address of each member, together with the 
date of any withdrawal or termination of such member's membership"
Why telephone number?
"or in the custody of the Secretary" is not permitted by the law.

9. Article IX
Corporate Seal
The law says  "failure to have or to affix a corporate seal does not 
affect the validity of any instrument or any action taken in pursuance 
thereof or in reliance thereon"

So we don't need a corporate seal, so why have one?

My other concerns, expressed earlier appear to have been addressed in 
this draft.

Other points for discussion.
I'm not overly happy with the complex way Foundation membership is tied 
to being a developer in good standing.

I would like to see the Foundation membership period after resignation 
extending for a year. Really until the next Trustee elections. Trustees 
are hard to come by and I would not not to lose one mid term will 
little handover. That's just features for discussion.

Longer Term - after the Bylaws are adopted
<dons flameproof jacket>
I would like to see Gentoo community members from outside the developer 
pool serving the Foundation. That's possible under the law now, as 
Officers can be appointed by Trustees and Officers of the Foundation 
need not be Foundation members.

To ensure continuity when Trustees are rotated I would like to see that 
only half the Trustees are replaced at any election.
</dons flameproof jacket>

Anyway, that's a few ideas for later ...

- -- 
Regards,

Roy Bamford
(NeddySeagoon) a member of
gentoo-ops
forum-mods
treecleaners
trustees
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