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
The Foundation bylaws require that we have at least four officers
(president, vice president, secretary, and treasurer).  They allow us to
have a chairman, vice chairman, and other vice presidents as needed.
(Bylaws, Article VI).  All officers are selected by the Board.

Two of these officers have very specific duties:  The chairman presides
at board meetings, and the vice chairman presides if the chairman is
absent.  If we do not have these two officers appointed, then their
roles fall to the president and the vice president.

However, the primary duties of the president and vice president are more
traditional:  President is the Foundation's CEO and vice president acts
in the president's absence.  And as we have seen in our efforts to set
up a bank account, some banks are interested in personal information
about these two officers.  In at least one case, we were slowed down
because Roy happens to live in Scotland and he is the president.

If he had also been the Chairman, we could have named someone else as
president and avoided this difficulty.  There would have been no other
effect on our operation because the Foundation officers act at the
direction of the board.  Right now, Roy as president doesn't do anything
because the officers (not the board) have never met in executive

Further, as we continue to get the Foundation into shape as a
corporation, much of the activities now handled by the board seem to fit
better under the officers (e.g., the Gentoo store seems to fit under
"general and active management of the business and affairs of the
foundation", and that falls to the president as directed by the board).

In anticipation of our continued success in moving forward, I propose
the following:  Appoint Roy as Chairman of the Board as well as
president, and for completeness, appoint me as vice chair.  This will
have no immediate effect at all, but will put us in position to split
off the Foundation officers from the board as it becomes more

I propose one other change, which I'll add to the bylaws tracker.  We
should require that the Chair and Vice Chair be trustees.  The trustees
should retain control of their own operations.

Comments please,
Ferris McCormick (P44646, MI) <fmccor@g.o>
Developer, Gentoo Linux (Sparc, Userrel, Trustees)


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