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To: Steve Long <slong@...>
From: Ferris McCormick <fmccor@g.o>
Subject: Re: Re: Status meeting --- 30 March
Date: Thu, 27 Mar 2008 13:48:40 +0000
On Thu, 2008-03-27 at 10:15 +0000, Steve Long wrote:
> Ferris McCormick wrote:
> 
> > 2.  I have looked at the proposed bylaws on our web site and as revised
> > on 2007-01-22.  Except for the change from NM to Delaware, the proposed
> > revision is closer to what we actually are.  That said, let me raise a
> > few points.
> >     a.  The (2007-01-22) proposal is quite detailed.  Do we want the
> > initial bylaws to go into such specificity?  This is probably not a big
> > deal one way or the other, because the bylaws are easily amended.  And
> > NM does not care what is in them as long as they do not conflict with NM
> > law.
> Is the plan to move to an umbrella organisation asap? (It was mentioned
> briefly in the log.) If there's a chance that the Foundation will be
> continuing, then best to get them right imo, if they require voting on by
> the membership as Mr Jackson raised.
> 
> >     b.  Both sets of bylaws call out both a Board (of Trustees) and
> > officers of the Foundation chosen by the trustees.  At the moment, we
> > (the trustees) are acting as the officers of the Foundation (because we
> > chose ourselves if for no other reason).  We need to think through how
> > this works and what structure we want.
> Officers are people appointed on a professional basis, eg a lawyer, acct or
> admin, or more general?
> 

Officers are the people who actually run the corporation (Foundation) on
a day-to-day basis.  Take your favorite company and think President/CEO,
Comptroller, etc.  Generally, a board doesn't do all that much, isn't
paid much, and so on.  Board members are generally required to be
members of the Corporation (like stockholders) and the officers of the
corporation serve at the pleasure of the board and have whatever
qualifications the board members feel are appropriate.  Example, related
to our own situation:  Remember that a while back drobbins offered to
serve as president of the Foundation.  This would have made him an
officer of the Foundation but not a board member (trustee).

Currently, the trustees are serving in dual capacity (which is fine),
and I am just bringing that out explicitly.

> >     c.  Trustees must be members of the Foundation, but Officers of the
> > Foundation need only to be alive (in order to carry out their duties).
> > Right now that is probably OK because we have neatly resolved the issue
> > for the moment (see point b).
> > 
> As you mentioned in the meeting, the membership detail doesn't seem to match
> the existing practice.
> 

In the 2007-01-22 revision, Article IV (Members) tries to reflect what
we say we do, but it's a bit unclear on a couple points.  And I think
current practice (and what we advertise) has overtaken § 4.3.  Also, I
don't like § 4.9 as it stands.  (Disciplinary action has nothing to do
with whether or not someone who has ever been a member should remain a
member with some narrow exceptions.  I prefer that involuntary
termination of membership should require Board action.  As it stands,
membership status depends too much on Council/devrel/userrel, and
membership status in the Foundation is really a Board matter, not a
Council matter.  To become a member, you must be a developer for a year
or be voted in by the Board.  But after that, Board controls, not
Council.)

OK, I'm opening up that little discussion now, I guess, but the Bylaws
are ultimately approved by the Trustees, and Bylaws spell out membership
requirements. 

> > Because everything we do (in NM or anywhere else) keys off the bylaws, I
> > lean toward a recommendation as follows:  After a quick scrub for sanity
> > and correctness, adapt the 2007-01-22 revision, with an eye to amending
> > it as experience warrants.  And I know Roy has some ideas along these
> > lines which might belong in the bylaws or not.  My inclination is to
> > pursue his ideas by other means because the bylaws should be rather
> > brief and general:  The bylaws are the rules explaining who we are and
> > how we work procedurally.  Thus, it is appropriate and necessary for the
> > bylaws to explain who the members are and how we vote, but inappropriate
> > for them to call out the President's salary.  The bylaws are an enabling
> > document, giving the Trustees authority to act.
> > 
> I agree they should be minimal.
> 
> Thanks to all of you for taking this critical work on. I'm sure it'll be
> more fun in a few months ;p

It's sort of fun already, in a perverse way. :)

Regards,
-- 
Ferris McCormick (P44646, MI) <fmccor@g.o>
Developer, Gentoo Linux (Devrel, Sparc, Userrel, Trustees)
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