OSGeo-Board Motion: "Trustees and Members"

[Frank Warmerdam]

Rich Steele wrote:
> 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,

Point taken, I withdraw the motion.

The intent is to try and avoid to much stigma for folks who aren't "voting
members".  But ultimately, it is just window dressing.   OK, we stick with
members and some to be defined term like associate member, or friend of the
foundation.

Best regards,
-- 
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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