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?

>     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.

> 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
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