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To: Ferris McCormick <fmccor@g.o>
From: Steve Long <slong@...>
Subject: Re: Re: Status meeting --- 30 March
Date: Mon, 31 Mar 2008 06:34:38 +0100
Ferris McCormick wrote:
>> >     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).
>
Hmm OK, although I have to point out that CEO/President is a board-level 
position. Whoever has voting rights for board-meetings are the Board, is how 
I understand it, and they usually are paid a great deal in the private-sector 
(which is what makes non-exec positions so attractive.) For non-profits, the 
Board tends to be more of a voluntary, gubernatorial oversight role, as you 
outline.

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

>> >     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.)
>
The new draft did seem a lot simpler; and I agree that the Foundation should 
be under the jurisdiction of the Trustees, now that they're being restarted. 
Personally I'd like to see the Trustees as the last point of appeal for 
non-technical disputes, in the same way as the Council is for technical 
decisions. The two aspects are both critical, but very different and 
expertise in one has no bearing on expertise in the other, ime.

> 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.
> 
Have to say in passing (since it has no bearing on what's happening now) I'd 
prefer bylaws to be ultimately approved by the membership directly (all 
arguments about representative democracy aside.) Although, not sure if you'd 
ever get what I'd call a quoracy given the turnout for the last vote.

>> 
>> 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. :)
> 
Heh, well you're a Gentoo dev, so I guess you must enjoy stuff the rest of us 
would run a mile from ;)
--
gentoo-nfp@g.o mailing list


References:
Re: Status meeting --- 30 March
-- Steve Long
Re: Re: Status meeting --- 30 March
-- Ferris McCormick
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