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All, |
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|
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Danger Will Robinson, Long Rambling Post Ahead. |
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|
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The story so far. The Foundation Bylaws have been through several |
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drafts for several reasons. There is a set |
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http://www.gentoo.org/foundation/en/bylaws.xml which were drafted for |
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the original incorporation in New Mexico. |
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|
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Subsequently rl03 (and maybe others?) modified this draft to be |
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suitable for incorporation in Delaware. At this time there was also |
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some good work done to update the Bylaws to reflect the way Gentoo |
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really works. |
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|
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Incorporation in Delaware was not followed through as the incumbent |
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trustees began examining the options with umbrella organisations like |
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the SFC. |
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|
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Now we are in the process of restoring our good standing in New Mexico |
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and the Bylaws need more work to complete that. |
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|
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As I'm not familiar with US law, I have taken the Draft Bylaws produced |
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by rl03 and pasted in some of the New Mexico statutes from |
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http://xrl.us/bjevt. This is a 30 page work in progress available as a |
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Open Office or PDF document in my dev space. |
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|
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Reading through this combination document, looking at the law and the |
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Bylaws, I have the following questions:- |
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|
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Meetings of Members. |
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The various statutes, (which are quite old) infer physical meetings. |
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e.g. 53-8-13. Meetings of members. |
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A. Meetings of members shall be held at such place, either within |
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or without New Mexico as may be provided in the bylaws. In the absence |
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of any such provision, all meetings shall be held at the registered |
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office of the corporation in New Mexico. |
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|
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How does the concept of an Annual Meeting to elect Trustees sit with |
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our voting process? |
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Would we get away with opening the meeting, calling for nominations |
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then adjourning for a month to allow the two week nomination process and |
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|
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two week vote process to happen? |
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|
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53-8-16. Quorum. |
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With virtual meetings, and virtual voting how can we demonstrate we |
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have a quorum. At physical meetings, attendees are counted entering the |
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meeting room. They may not vote later in the meeting but their presence |
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is all that matters for a meeting to be quorate. |
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|
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The draft bylaws state Section 3.10 and 3.11:- |
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"A member may vote either in person or by proxy executed in writing by |
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the member or his or her duly authorized attorney-in-fact." |
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We need to disallow proxies unless someone knows how it could be |
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enforced with our voting system and/or on IRC. |
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|
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"Section 4.2. Full Members. To be eligible for membership as a full |
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member, a person must hold full developer privileges and remain in good |
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standing with the project for a probationary period of no less than one |
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calendar year." |
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Needs to be clarified - what is "full developer privileges"? |
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Do non ebuild developers qualify ? |
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This is important to me personally as I am not an ebuild developer. |
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|
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Section 5.4. Number. ... fix this section to include the original 13 |
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Trustees as we are back in New Mexico. |
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|
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Section 7.1. Books and Records. |
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The law requires "Each corporation shall keep at its registered office |
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or principal office in New Mexico a record of the names and addresses |
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of its members entitled to vote." |
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Our Bylaw says |
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"The foundation shall keep at its registered office or principal place |
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of business, or at the office of its transfer agent or registrar, or in |
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the custody of the Secretary a record of the name, address, telephone |
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number, and electronic mail address of each member, together with the |
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date of any withdrawal or termination of such member's membership" |
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Why telephone number? |
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"or in the custody of the Secretary" is not permitted by the law. |
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|
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9. Article IX |
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Corporate Seal |
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The law says "failure to have or to affix a corporate seal does not |
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affect the validity of any instrument or any action taken in pursuance |
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thereof or in reliance thereon" |
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|
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So we don't need a corporate seal, so why have one? |
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|
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My other concerns, expressed earlier appear to have been addressed in |
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this draft. |
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|
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Other points for discussion. |
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I'm not overly happy with the complex way Foundation membership is tied |
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to being a developer in good standing. |
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|
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I would like to see the Foundation membership period after resignation |
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extending for a year. Really until the next Trustee elections. Trustees |
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are hard to come by and I would not not to lose one mid term will |
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little handover. That's just features for discussion. |
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|
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Longer Term - after the Bylaws are adopted |
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<dons flameproof jacket> |
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I would like to see Gentoo community members from outside the developer |
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pool serving the Foundation. That's possible under the law now, as |
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Officers can be appointed by Trustees and Officers of the Foundation |
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need not be Foundation members. |
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|
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To ensure continuity when Trustees are rotated I would like to see that |
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only half the Trustees are replaced at any election. |
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</dons flameproof jacket> |
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|
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Anyway, that's a few ideas for later ... |
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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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treecleaners |
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trustees |
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