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William, |
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|
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Just a few brief points inlined ... |
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|
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On 2011.03.29 22:45, William L. Thomson Jr. wrote: |
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> On Tue, 2011-03-29 at 22:18 +0100, Roy Bamford wrote: |
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> |
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> > William, |
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> > |
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> > The order of precedence is the laws of New Mexico, both statue and |
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> case |
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> > law, then the Articles of Incorporation, then the bylaws of the |
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> > Foundation. |
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> |
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> Again I am familiar with order of precedence. Which the articles of |
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> incorporation state a minimum of three, and that overrides the |
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> bylaws, |
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> as you just acknowledge with order of precedence. |
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Please quote the full sentence from the Articles of Incorporation. |
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<quote> |
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The number of trustees of the Corporation shall be not less than three |
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or more than twenty-one. |
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</quote> |
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The five we have at the moment lies between those two limits. Other |
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readers of this thread may be mislead by your partial quotes. |
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As the Articles of Incorporation refer to the bylaws for further detail |
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in this respect, this area of the bylaws is at the same level of |
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precedence as the Articles. |
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> |
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> But you keep putting to much emphasis on the bylaws. Which never |
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> existed, until 2008. Despite the fact that the foundation was formed |
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> in 2004. The bylaws for the most part are meaningless. They are a |
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> guideline |
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> and things that should be followed. But they can be changed at |
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> anytime, and approved by a vote of the membership. |
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You continue to mislead your readership. The bylaws state how they |
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may be amended and its not as you claim. For the avoidance of doubt |
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|
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<quote> |
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These Bylaws may be altered, amended or repealed by the Board of |
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Trustees or by the members, and new Bylaws may be adopted by the Board |
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of Trustees or by the members. |
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</quote> |
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The paragraph continues with conditions on effectivity of changes. |
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|
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> |
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> > While its unlikely that the state would use our own bylaws against |
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> > us, Foundation members can. |
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> |
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> Or anyone to ever enforce the bylaws, and I am a member of the |
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> foundation, doing just that. I helped to author the current bylaws, |
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> as you well know. Short any amendments since. |
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There have been no changes of substance or intent. A few typos have |
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been fixed. |
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|
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> |
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> The current trustees are not following the stated bylaws. |
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Please quote a paragraph from either the articles or bylaws that the |
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Foundation is non complaint with and explain the non compliance in |
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detail. |
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|
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To date, your assertions have either been erroneous or lacking |
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supporting evidence, or both. That makes them hard to investigate, |
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never mind put in place a plan of corrective action. |
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|
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> Which clearly state the officers are to be elected or appointed by |
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> the trustees. |
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That happened and is documented - I'll leave you to grep the logs. |
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|
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> That does not state, the trustees are to assume roles as officers. |
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> Nor does it say trustees become officers, or that trustees can elect |
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> to be an officer. |
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Again your point is misleading. What you say is quite correct but its |
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incomplete. Neither the articles nor bylaws forbid trustees to serve as |
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officers. |
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The sole restriction is that the president and secretary cannot be the |
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same individual. I think that originates in NM statute. |
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|
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> Furthermore if you read the section on officers you |
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> quoted, it provides means for more than five officers. It calls for |
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> at least five officers, but makes provisions for many more. |
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Correct - the word "may" means its optional. I don't see your point |
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here. |
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|
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> Which right now only three officers are listed with the State of New |
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> Mexico. |
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Thats because NM only requires us to register three officers. They |
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don't care about the rest. |
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|
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The Foundation does have the minimum of five officers required by the |
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bylaws. Again, its a matter of record, so I won't spoon feed you the |
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quotes. |
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> |
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> But again officers are not trustees. I was calling to have the two |
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> separated back in 2008. Which still has not happened in 2011. |
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That's still a good idea, which I support. |
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|
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> |
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> > So we are fine with five trustees. |
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> |
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> There is nothing stating five, and its you all imposing such limits. |
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You need to include yourself in the "you all" there. As you correctly |
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state above, you had a hand in that. Later boards have not seen |
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any reason to revise the requirement for five trustees. |
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|
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> The bylaws clearly state the initial board of trustees will be five. |
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> But that is not a hard limit, and no limit has been set by the |
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> members at any annual members meeting. Which I love how my name is |
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> still in that section of the bylaws, hilarious! |
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That section of the bylaws says, as you correctly quote "the initial |
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board of trustees". You are a piece of Foundation history now. |
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Unless you assert that there is an error there? |
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e.g. you were not on the board in 2008 but election results show |
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otherwise. |
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|
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> |
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> http://www.gentoo.org/foundation/en/BylawsAdopted.xml#doc_chap5 |
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> |
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> Clearly five is not enough given the amount of neglect and things not |
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> done in many years. I really cannot believe the current state of the |
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> foundation and the mess. Given that there has been active trustees |
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> since |
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> 2008. There is just no reason for things to be as they are now. |
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Its not clear at all that more trustees or officers would have |
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helped. There is an old saying around my full time job role that "you |
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can't get a baby in a month by getting nine women pregnant" in essence, |
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it makes the point that some tasks are not divisible, or if they are, |
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the overhead of coordination prevents them being accomplished in less |
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time just because more people are being employed on the task(s). |
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|
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With apologies to the ladies in the readership. |
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|
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> |
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> -- |
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> William L. Thomson Jr. |
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> Obsidian-Studios, Inc. |
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> http://www.obsidian-studios.com |
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> |
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> |
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> |
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-- |
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Regards, |
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|
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Roy Bamford |
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(Neddyseagoon) a member of |
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gentoo-ops |
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forum-mods |
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trustees |