[OSGeo-Board] Bylaws posted

[Frank Warmerdam]

Rich Steele wrote:
> Draft bylaws posted here:
> 
> http://www.fossgis.de/osgeo/index.php/Draft_OSGEO_Bylaws

Rich,

In section 8.9 you have language about members being allowed to vote by
"text conferencing" by approved by the board, and to the satisfaction of
the secretary.  Is there a reason this could not also be applied in 4.4
on electronic meetings of the board?  It sees to only support telephone
but not text conference (ie. IRC).  While we might not choose to do so
for the time being, I would like us to have the option of holding a real
meeting of the board by IRC.


In section 3.8 on committees it talks about committees having the
power and authority of the board as limited by the authorizing resolution.
Does this apply to basically all committees created by the board?  Such as
the Web Committee created at the last meeting, and the Incubation Committee
we are likely to designate at the next meeting?  Does this mean we ought to
be very careful about the scope of powers assigned to committees in their
authorizing resolutions?

When I first read section 3.8 I assume it was dealing with subcommittees
of the board, like the audit or compensation committees they might have
in a big corporation.

I see 3.8 also requires such committees to have at least one director.  I
note that the web committee does not have any directors.  Is that an issue?

In section 6.1, when you talk about a director of officer chairing the
committee I am assuming this boils down to the PSC selecting a chair and
his role becoming official when he is accepted by the board, right?  That
essentially the chair will be promoted to be an officer of the foundation
though not necessary a member.

I'm not sure I see the point of 6.3.  Why should the term of a PSC member
be one year?  In fact, I don't think the board ought to have any mentioned
role in selecting PSC members other than authorizing the initial slate
of members when the PSC is formed.   That and the requirement that the board
accept the chair.

Would there be any harm in not including ARTICLE VI at all for now, and adding
it later when we have ironed out how we want PSC's to work?  In the meantime
the board can address PSC's in an adhoc manner with them having no special
status?

In section 8.8 a majority of members are required to form quorum at an
annual meeting (or other special meeting of the members).  I'm concerned
that it could be hard to reach this quorum sometimes.  At the very least
this would mean we would have to beat the bushes for proxies in advance
of annual meetings.  Would it be highly irregular to have a lower than 50%
quorum?  I suppose it does raise the risk of a "takeover" of the foundation
by a faction.

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