Re: [gentoo-project] Social Contract clean-up

[Daniel Robbins]

On Tue, Mar 27, 2018 at 10:49 AM, Alec Warner <antarus@g.o> wrote:

>
> I actually thought this too, but sadly its not in the Bylaws[1].
>
> Instead its just in some text about the Foundation[2].
>
> [1] https://wiki.gentoo.org/wiki/Foundation:Bylaws
> [2] https://wiki.gentoo.org/wiki/Foundation:Main_Page#
> Trustee_Responsibilities
>

Let me direct you to Article 5 ("Trustees"), Section 1 ("Powers"):

"The business and affairs of the foundation shall be managed by or under
the direction of the Board of Trustees, the "Trustees", which may exercise
all such powers of the foundation and do all such lawful acts and things as
are not by statute or by the Certificate of Incorporation or by these
Bylaws specifically reserved to the members."

^^^^^^^

I think I may need to insert some asterisks. The Trustees may exercise
**all such powers of the foundation**. Which powers? **all powers**. What
lawful acts, **all such lawful acts and things as are not by statute or by
the Certificate of Incorporation or by these Bylaws specifically reserved
for the members.** Let me clarify here that "statute" means "written law",
so in other words, GLEP 37 is not a statute.

What this means is that while a Council system exists, this is with the
consent of the Trustees, and its existence does not in any way diminish the
authority of the Trustees over the project.

What the Trustees *cannot* do is ignore what is in the Bylaws, which means
that they are elected by members, and that their positions have a term, etc.

That's the law, folks.

-Daniel