Re: [gentoo-nfp] Questions For Gentoo Foundation Trustee Candidates

[Aaron Bauman]

On Sun, Jul 14, 2019 at 03:29:34PM +0000, Robin H. Johnson wrote:
> On Sun, Jul 14, 2019 at 10:53:48AM -0400, Aaron Bauman wrote:
> > > > 2. Will all candidates explain the reasoning supporting their position
> > > > on their future plans for the existence (or otherwise) of the Foundation.
> > >
> > > The reasoning is simple.  We haven't been able to maintain Foundation
> > > in really good standing *for years*.  Even if we are closing to
> > > *finally* fix things, it mostly relies on a few people putting a lot of
> > > work, and this means low bus factor.  There's no way to know that
> > > a future Trustee board won't mess everything up again, and we still
> > > barely have any candidates in the elections.
> > By-laws can mandate the retention of a CPA.
> Can, but possibly shouldn't. Just because our filings are complex now,
> doesn't mean they always will be. The SPI's 990 filings were initially
> prepared with the aid of a CPA, but later on were prepared directly by
> the SPI's treasurer, as they gained confidence in the process.
>
> > Additionally, reimplementing the
> > "removal of officers" section of the by-laws is paramount. I am shocked this has
> > been removed/deleted.
> No. It isn't, because it would simply be a partial repeat of the
> previous section, 6.4 "election and term", which contains:
>

In context, my point here is that the general membership should have the ability
to remove a trustee or the entire board, if so desired. I was not intending to
be precise or definitive in the semantics.

Simply: The general membership ought to have a mechanism to remove the entire
board, a single trustee, etc.

> "Each officer shall be appointed by the Board of Trustees and shall hold
> office until such time as the officer resigns or is removed by the Board
> of Trustees"
>
> Emphasis on "is removed by the Board of Trustees".
>
> To the best of my knowledge, the original section came from the stock
> version of New Mexico bylaws for non-profits, and was less flexible.
>

Yes, a lot of the by-laws are boilerplate.  Unless the states *requires* that we
put something in to the by-laws then we can simply pass by-laws that make sense
to us as a 501c3. Hence, my previous comments regarding a potential change to
the "removal of officers" section.

> The board must have the power to select & remove officers.
> The electorate must have the power to select & remove the board.
>
> --
> Robin Hugh Johnson
> Gentoo Linux: Dev, Infra Lead, Foundation Treasurer
> E-Mail   : robbat2@g.o
> GnuPG FP : 11ACBA4F 4778E3F6 E4EDF38E B27B944E 34884E85
> GnuPG FP : 7D0B3CEB E9B85B1F 825BCECF EE05E6F6 A48F6136



-- 
Cheers,
Aaron