1 |
-----BEGIN PGP SIGNED MESSAGE-----
|
2 |
Hash: SHA1
|
3 |
|
4 |
On Tue, 15 Apr 2008 22:57:20 +0100
|
5 |
Roy Bamford <neddyseagoon@g.o> wrote:
|
6 |
|
7 |
> -----BEGIN PGP SIGNED MESSAGE----- |
8 |
> Hash: SHA1 |
9 |
> |
10 |
> All, |
11 |
> |
12 |
> Danger Will Robinson, Long Rambling Post Ahead. |
13 |
> |
14 |
> The story so far. The Foundation Bylaws have been through several |
15 |
> drafts for several reasons. There is a set |
16 |
> http://www.gentoo.org/foundation/en/bylaws.xml which were drafted for |
17 |
> the original incorporation in New Mexico. |
18 |
> |
19 |
> Subsequently rl03 (and maybe others?) modified this draft to be |
20 |
> suitable for incorporation in Delaware. At this time there was also |
21 |
> some good work done to update the Bylaws to reflect the way Gentoo |
22 |
> really works. |
23 |
> |
24 |
> Incorporation in Delaware was not followed through as the incumbent |
25 |
> trustees began examining the options with umbrella organisations like |
26 |
> the SFC. |
27 |
> |
28 |
Bylaws are probably state neutral.
|
29 |
> Now we are in the process of restoring our good standing in New Mexico |
30 |
> and the Bylaws need more work to complete that. |
31 |
> |
32 |
> As I'm not familiar with US law, I have taken the Draft Bylaws produced |
33 |
> by rl03 and pasted in some of the New Mexico statutes from |
34 |
> http://xrl.us/bjevt. This is a 30 page work in progress available as a |
35 |
> Open Office or PDF document in my dev space. |
36 |
> |
37 |
> Reading through this combination document, looking at the law and the |
38 |
> Bylaws, I have the following questions:- |
39 |
> |
40 |
> Meetings of Members. |
41 |
> The various statutes, (which are quite old) infer physical meetings. |
42 |
> e.g. 53-8-13. Meetings of members. |
43 |
> A. Meetings of members shall be held at such place, either within |
44 |
> or without New Mexico as may be provided in the bylaws. In the absence |
45 |
> of any such provision, all meetings shall be held at the registered |
46 |
> office of the corporation in New Mexico. |
47 |
> |
48 |
> How does the concept of an Annual Meeting to elect Trustees sit with |
49 |
> our voting process? |
50 |
|
51 |
You vote like we do now (analogy, send in your proxy), and the vote at
|
52 |
the meeting is a formal counting of the votes and announcing the
|
53 |
results.
|
54 |
|
55 |
As for "place", I'd maintain that IRC is a "place."
|
56 |
|
57 |
> Would we get away with opening the meeting, calling for nominations |
58 |
> then adjourning for a month to allow the two week nomination process and |
59 |
> |
60 |
> two week vote process to happen? |
61 |
> |
62 |
|
63 |
Do it like corporations do it now. Nominate people, have a voting
|
64 |
period (stockholders make their choices and send in their proxies), and
|
65 |
announce the results at the meeting (directors vote their proxies). So
|
66 |
the "election" is the tellers' formal report.
|
67 |
|
68 |
> 53-8-16. Quorum. |
69 |
> With virtual meetings, and virtual voting how can we demonstrate we |
70 |
> have a quorum. At physical meetings, attendees are counted entering the |
71 |
> meeting room. They may not vote later in the meeting but their presence |
72 |
> is all that matters for a meeting to be quorate. |
73 |
> |
74 |
On IRC, they show up as present and not away.
|
75 |
|
76 |
> The draft bylaws state Section 3.10 and 3.11:- |
77 |
> "A member may vote either in person or by proxy executed in writing by |
78 |
> the member or his or her duly authorized attorney-in-fact." |
79 |
> We need to disallow proxies unless someone knows how it could be |
80 |
> enforced with our voting system and/or on IRC. |
81 |
> |
82 |
I'd simply change that to describe how we want to do it.
|
83 |
|
84 |
> "Section 4.2. Full Members. To be eligible for membership as a full |
85 |
> member, a person must hold full developer privileges and remain in good |
86 |
> standing with the project for a probationary period of no less than one |
87 |
> calendar year." |
88 |
> Needs to be clarified - what is "full developer privileges"? |
89 |
> Do non ebuild developers qualify ? |
90 |
> This is important to me personally as I am not an ebuild developer. |
91 |
> |
92 |
|
93 |
Yeah, this is the interesting part.
|
94 |
|
95 |
> Section 5.4. Number. ... fix this section to include the original 13 |
96 |
> Trustees as we are back in New Mexico. |
97 |
> |
98 |
New Mexico doesn't care. The number of trustees is determined by the
|
99 |
bylaws. We don't need 13 trustees, do we? We had 13 incorporators in
|
100 |
NM, but the actual board size is specified in the bylaws.
|
101 |
|
102 |
Remember, the papers being filed now call out specifically the current
|
103 |
5 trustees. That's why the lawyer needed our addresses.
|
104 |
|
105 |
> Section 7.1. Books and Records. |
106 |
> The law requires "Each corporation shall keep at its registered office |
107 |
> or principal office in New Mexico a record of the names and addresses |
108 |
> of its members entitled to vote." |
109 |
> Our Bylaw says |
110 |
> "The foundation shall keep at its registered office or principal place |
111 |
> of business, or at the office of its transfer agent or registrar, or in |
112 |
> the custody of the Secretary a record of the name, address, telephone |
113 |
> number, and electronic mail address of each member, together with the |
114 |
> date of any withdrawal or termination of such member's membership" |
115 |
> Why telephone number? |
116 |
> "or in the custody of the Secretary" is not permitted by the law. |
117 |
> |
118 |
The revised bylaws are boilerplate taken from something else (Renat
|
119 |
told me but I don't recall). At this point, they are just a proposal for
|
120 |
us to tailor to our specific needs.
|
121 |
|
122 |
> 9. Article IX |
123 |
> Corporate Seal |
124 |
> The law says "failure to have or to affix a corporate seal does not |
125 |
> affect the validity of any instrument or any action taken in pursuance |
126 |
> thereof or in reliance thereon" |
127 |
> |
128 |
|
129 |
Most questions concerning NM statutes & bylaws are best addressed by a
|
130 |
NM lawyer. We don't really know what the law is because courts
|
131 |
interpret the statutes and the end result is what counts. Fortunately,
|
132 |
we have a NM attorney. I'd suggest collecting questions and asking
|
133 |
him. True, this costs us a bit of money. But I'd rather spend it and
|
134 |
get things right quickly than try to figure out what NM law really is.
|
135 |
|
136 |
This gives us advice on how NM really works as opposed to what the
|
137 |
statutes (some of them over 20 years old) say. Those two things are
|
138 |
not always the same.
|
139 |
> So we don't need a corporate seal, so why have one? |
140 |
> |
141 |
It's a historical anachronism. We don't need one. You have one
|
142 |
because it looks impressive when affixed to a document, I guess.
|
143 |
|
144 |
> My other concerns, expressed earlier appear to have been addressed in |
145 |
> this draft. |
146 |
> |
147 |
> Other points for discussion. |
148 |
> I'm not overly happy with the complex way Foundation membership is tied |
149 |
> to being a developer in good standing. |
150 |
> |
151 |
> I would like to see the Foundation membership period after resignation |
152 |
> extending for a year. Really until the next Trustee elections. Trustees |
153 |
> are hard to come by and I would not not to lose one mid term will |
154 |
> little handover. That's just features for discussion. |
155 |
> |
156 |
> Longer Term - after the Bylaws are adopted |
157 |
> <dons flameproof jacket> |
158 |
> I would like to see Gentoo community members from outside the developer |
159 |
> pool serving the Foundation. That's possible under the law now, as |
160 |
> Officers can be appointed by Trustees and Officers of the Foundation |
161 |
> need not be Foundation members. |
162 |
> |
163 |
> To ensure continuity when Trustees are rotated I would like to see that |
164 |
> only half the Trustees are replaced at any election. |
165 |
> </dons flameproof jacket> |
166 |
> |
167 |
|
168 |
I agree. Typically, if you think of the Trustees as the Board of
|
169 |
Directors of a corporation (which we are), you would expect the same
|
170 |
ones to be reelected over and over anyway. There is little merit in
|
171 |
change as long as things are going well.
|
172 |
|
173 |
Here's the analogy. Trustees must be Foundation members (typically,
|
174 |
directors are stockholders). The officers (like CEO) are chosen by the
|
175 |
trustees (directors) because they are believed to be competent for the
|
176 |
job, which has nothing to do with being a member of the Foundation
|
177 |
(stockholder).
|
178 |
|
179 |
> Anyway, that's a few ideas for later ... |
180 |
> |
181 |
> - -- |
182 |
> Regards, |
183 |
> |
184 |
> Roy Bamford |
185 |
> (NeddySeagoon) a member of |
186 |
> gentoo-ops |
187 |
> forum-mods |
188 |
> treecleaners |
189 |
> trustees |
190 |
> -----BEGIN PGP SIGNATURE----- |
191 |
> Version: GnuPG v2.0.9 (GNU/Linux) |
192 |
> |
193 |
> iEYEARECAAYFAkgFJMcACgkQTE4/y7nJvav4wACgmFqOsc+nc7IMlihxTHmfCFNU |
194 |
> +gAAn0eFXOTBLaiUt71bsxCDY0ob2d5S |
195 |
> =cTdi |
196 |
> -----END PGP SIGNATURE----- |
197 |
> |
198 |
|
199 |
Hope this doesn't confuse things too much,
|
200 |
Regards,
|
201 |
Ferris
|
202 |
|
203 |
- --
|
204 |
Ferris McCormick (P44646, MI) <fmccor@g.o>
|
205 |
Developer, Gentoo Linux (Sparc, Devrel, Userrel, Trustees)
|
206 |
-----BEGIN PGP SIGNATURE-----
|
207 |
Version: GnuPG v2.0.7 (GNU/Linux)
|
208 |
|
209 |
iD8DBQFIBTc5Qa6M3+I///cRAoLEAKCX98g3C6lnjXaMicfdcI5pTYT2yQCgolBI
|
210 |
ckQJMTvVgvsywXbNvPjuMnQ=
|
211 |
=InHj
|
212 |
-----END PGP SIGNATURE----- |