Gentoo Archives: gentoo-nfp

From: Ferris McCormick <fmccor@g.o>
To: gentoo-nfp <gentoo-nfp@l.g.o>
Subject: [gentoo-nfp] Preparation for potentially separating Foundation officers and trustees
Date: Mon, 15 Sep 2008 14:10:50
Message-Id: 1221487843.8685.53.camel@liasis.inforead.com
1 The Foundation bylaws require that we have at least four officers
2 (president, vice president, secretary, and treasurer). They allow us to
3 have a chairman, vice chairman, and other vice presidents as needed.
4 (Bylaws, Article VI). All officers are selected by the Board.
5
6 Two of these officers have very specific duties: The chairman presides
7 at board meetings, and the vice chairman presides if the chairman is
8 absent. If we do not have these two officers appointed, then their
9 roles fall to the president and the vice president.
10
11 However, the primary duties of the president and vice president are more
12 traditional: President is the Foundation's CEO and vice president acts
13 in the president's absence. And as we have seen in our efforts to set
14 up a bank account, some banks are interested in personal information
15 about these two officers. In at least one case, we were slowed down
16 because Roy happens to live in Scotland and he is the president.
17
18 If he had also been the Chairman, we could have named someone else as
19 president and avoided this difficulty. There would have been no other
20 effect on our operation because the Foundation officers act at the
21 direction of the board. Right now, Roy as president doesn't do anything
22 because the officers (not the board) have never met in executive
23 committee.
24
25 Further, as we continue to get the Foundation into shape as a
26 corporation, much of the activities now handled by the board seem to fit
27 better under the officers (e.g., the Gentoo store seems to fit under
28 "general and active management of the business and affairs of the
29 foundation", and that falls to the president as directed by the board).
30
31 In anticipation of our continued success in moving forward, I propose
32 the following: Appoint Roy as Chairman of the Board as well as
33 president, and for completeness, appoint me as vice chair. This will
34 have no immediate effect at all, but will put us in position to split
35 off the Foundation officers from the board as it becomes more
36 appropriate.
37
38 I propose one other change, which I'll add to the bylaws tracker. We
39 should require that the Chair and Vice Chair be trustees. The trustees
40 should retain control of their own operations.
41
42 Comments please,
43 Regards,
44 Ferris
45 --
46 Ferris McCormick (P44646, MI) <fmccor@g.o>
47 Developer, Gentoo Linux (Sparc, Userrel, Trustees)

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