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Ferris McCormick wrote: |
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>> > b. Both sets of bylaws call out both a Board (of Trustees) and |
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>> > officers of the Foundation chosen by the trustees. At the moment, we |
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>> > (the trustees) are acting as the officers of the Foundation (because we |
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>> > chose ourselves if for no other reason). We need to think through how |
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>> > this works and what structure we want. |
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>> Officers are people appointed on a professional basis, eg a lawyer, acct |
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>> or admin, or more general? |
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>> |
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> |
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> Officers are the people who actually run the corporation (Foundation) on |
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> a day-to-day basis. Take your favorite company and think President/CEO, |
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> Comptroller, etc. Generally, a board doesn't do all that much, isn't |
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> paid much, and so on. Board members are generally required to be |
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> members of the Corporation (like stockholders) and the officers of the |
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> corporation serve at the pleasure of the board and have whatever |
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> qualifications the board members feel are appropriate. Example, related |
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> to our own situation: Remember that a while back drobbins offered to |
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> serve as president of the Foundation. This would have made him an |
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> officer of the Foundation but not a board member (trustee). |
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> |
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Hmm OK, although I have to point out that CEO/President is a board-level |
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position. Whoever has voting rights for board-meetings are the Board, is how |
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I understand it, and they usually are paid a great deal in the private-sector |
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(which is what makes non-exec positions so attractive.) For non-profits, the |
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Board tends to be more of a voluntary, gubernatorial oversight role, as you |
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outline. |
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|
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> Currently, the trustees are serving in dual capacity (which is fine), |
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> and I am just bringing that out explicitly. |
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> |
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Understood. |
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|
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>> > c. Trustees must be members of the Foundation, but Officers of the |
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>> > Foundation need only to be alive (in order to carry out their duties). |
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>> > Right now that is probably OK because we have neatly resolved the issue |
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>> > for the moment (see point b). |
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>> > |
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>> As you mentioned in the meeting, the membership detail doesn't seem to |
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>> match the existing practice. |
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>> |
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> |
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> In the 2007-01-22 revision, Article IV (Members) tries to reflect what |
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> we say we do, but it's a bit unclear on a couple points. And I think |
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> current practice (and what we advertise) has overtaken § 4.3. Also, I |
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> don't like § 4.9 as it stands. (Disciplinary action has nothing to do |
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> with whether or not someone who has ever been a member should remain a |
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> member with some narrow exceptions. I prefer that involuntary |
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> termination of membership should require Board action. As it stands, |
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> membership status depends too much on Council/devrel/userrel, and |
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> membership status in the Foundation is really a Board matter, not a |
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> Council matter. To become a member, you must be a developer for a year |
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> or be voted in by the Board. But after that, Board controls, not |
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> Council.) |
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> |
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The new draft did seem a lot simpler; and I agree that the Foundation should |
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be under the jurisdiction of the Trustees, now that they're being restarted. |
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Personally I'd like to see the Trustees as the last point of appeal for |
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non-technical disputes, in the same way as the Council is for technical |
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decisions. The two aspects are both critical, but very different and |
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expertise in one has no bearing on expertise in the other, ime. |
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|
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> OK, I'm opening up that little discussion now, I guess, but the Bylaws |
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> are ultimately approved by the Trustees, and Bylaws spell out membership |
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> requirements. |
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> |
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Have to say in passing (since it has no bearing on what's happening now) I'd |
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prefer bylaws to be ultimately approved by the membership directly (all |
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arguments about representative democracy aside.) Although, not sure if you'd |
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ever get what I'd call a quoracy given the turnout for the last vote. |
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|
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>> |
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>> Thanks to all of you for taking this critical work on. I'm sure it'll be |
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>> more fun in a few months ;p |
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> |
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> It's sort of fun already, in a perverse way. :) |
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> |
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Heh, well you're a Gentoo dev, so I guess you must enjoy stuff the rest of us |
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would run a mile from ;) |
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-- |
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