OSGeo-Board Motion: "Trustees and Members"

[Rich Steele]

I don't have a vote, but I would recommend against the use of the word "Trustee" to signify those individuals who elect the board.   "Trustee" is a legal term that implies a fiduciary duty to the organization, and in this sense is much more akin to the board itself rather than the persons who elect the board (i.e., "members" or, in the for profit context, "stockholders").  A "trustee" is commonly defined by law a person who holds title to assets "in trust" for the benefit of another (i.e., the "beneficiary").  In the nonprofit world, this concept has been extended to refer to the board of directors of the nonprofit -- the idea being that they are in essence managing the assets of the corporation for the public good.  This is why you sometimes see non-profit boards called a "Board of Trustees".

But to call a member a "trustee" is very confusing and has a distinctly different legal connotation, one that I as a "trustee" wouldn't be comfortable with.  "Member" also is a well understood legal term of art.  See, for example, the Delaware Code, which defines a Member as "a person who, under the rules or practices of a nonprofit association, may participate in the selection of persons authorized to manage the affairs of the nonprofit association or in the development of policy of the nonprofit association."  Note that it says these are persons who participate in the *selection* of persons authorized to manage the nonprofit; it does not say that members *are* the persons authorized to manage the nonprofit.

I'm not sure what the purpose is of the motion on the floor.  If it is to level the playing field and be less exclusionary, I don't see how this fits the bill.  You still have primary and secondary classes of individuals, and calling them something different does not change this fact.  If the problem is instead around the word "member", and wanting everybody to be one (ie, we are not a "members only" society), then I don't understand why "member" and "associate member" don't work.  Or you could have everyone be "members", and then the 45 are "voting members".  Any of these or other plays on the word "member" would work, but I think the "trustee" idea gives the wrong impression.

-Rich


-----Original Message-----
From:	Frank Warmerdam on behalf of Frank Warmerdam (External)
Sent:	Mon 2/13/2006 5:24 PM
To:	OSGeo Board
Cc:	
Subject:	OSGeo-Board Motion: "Trustees and Members"

Board Members,

I move that the existing 21 "members", and the 24 to be selected be
henceforth called Trustees.  Trustees shall be privileged members
authorized to vote for the board, and who may in the future have other
special responsibilities within the foundation.  Trustees may only be
added to the foundation with the agreement of the board or membership
via a process yet to be full established.

"Members" shall designate anyone else who requests membership.  Members
do not get to vote for the board, but may participate in committees,
participate in projects and so forth.  A membership process will be
established in the future, but membership will be open to anyone in the
public wishing to demonstrate an interest in, and support for the aims of
the foundation.

"Trustees" are implicitly also "members", but "members" are not necessarily
"Trustees".

-----

PS. I think the idea of prefixing formal motions with "Motion: " is a great
idea and will help to find stuff in our growing pile of email.

PPS. Unless they indicate otherwise, I will assume that the +1 from me,
Chris Holmes and Gary Lang still apply.

Best regards,
-- 
---------------------------------------+--------------------------------------
I set the clouds in motion - turn up   | Frank Warmerdam, warmerdam at pobox.com
light and sound - activate the windows | http://pobox.com/~warmerdam
and watch the world go round - Rush    | Geospatial Programmer for Rent


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