[gentoo-nfp] By Laws

[Ferris McCormick]

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William (wltjr) brought up a couple good points, and in the interest of

saving time, I'd like to make some comments now instead of later at our

meeting.



1.  It is more important to have something official in place and be

able to amend it as we need than to wait for a polished end result.

Previous experience and our own experience suggest that because we must

work with email and IRC, the process can take some time.



2.  This means we need a small core we can all agree upon.  I think

that boils down to just a few points.  My own examples ---



A.  We have 5 board members (trustees) --- there is no need to name

them because that information is on file with NM as part of our

reactivation paperwork.  {Following Roy's suggestion} Trustees are

elected for staggered 2-year terms.



B.  All our business (meetings, voting, etc.) is handled electronically,

and for voting we either vote like the rest of Gentoo on g.d.o or by

signed email in the case of members who are not developers.  William has

commented on this item pretty thoroughly.



C.  Until everything in the bylaws is settled, we can amend the bylaws

by unanimous (majority?) vote of the board.  Later this should be

something like a majority vote of some percentage of the membership.



D.  The Foundation has the 4 officers we now have, appointed by the

board.  They may be board members or Foundation members or not.



E.  Membership.  I have distributed a strawman proposal which mostly

says that we keep doing what we are doing now, except:

  1.  It makes clear that we must be able to identify our members and

keep there contact information on file (both practical and legal

requirement).

  2.  The board can offer membership to "friends or contributors" of

Gentoo for merit (on nomination, petition, etc.  This is not unusual

- --- ACM used to be like this, and I believe AMS (American Mathematical

Society) still requires nomination, and I am sure this is the case with

various British professional societies).

  3.  The Board can remove members for inactivity (Practical

consideration.  If you are a member but don't participate, it makes it

harder for us to satisfy any requirement that a vote requires some

percentage of the membership to be valid).

  4.  Board can remove members for cause (rane's observation).  {What I

set down is written pretty badly, but there are two reasons:  Any

member who is engaged in activities which could damage our non-profit

standing should not be a member.  And any member who is engaged in

activities intentionally harmful to Gentoo should probably not be a

member (sort of mirroring ACM's provision for removing members engaged

in activities harmful to the computing community).}



F.  Some technicalities, like (1) Board meetings are announced in

advance and are open; (2) Board must hold at least one meeting a year

in which results of election are formally presented to the membership,

members may formally bring issues to the board, and so on (this is the

annual meeting of the Foundation).



G.  Doubtless important things that are not occurring to me.



Regards,

Ferris 



- -- 

Ferris McCormick (P44646, MI) <fmccor@g.o>

Developer, Gentoo Linux (Sparc, Devrel, Userrel, Trustees)

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