[OSGeo-Board] Bylaws posted

[Frank Warmerdam]

Rich Steele wrote:
> The Delaware Corporations Code does not permit a board meeting to be
> held exclusively by IRC (but shareholder meetings are ok).  See Section
> 141(i) of the code, which requires that, for whatever communications
> medium is used, "all persons participating in the meeting can hear each
> other."  The rationale is that because a board of directors acts
> collectively and is generally charged with fiduciary obligations to
> manage a corporation's business and affairs, meetings of the board
> should facilitate contemporaneous and meaningful dialogue that isn't
> possible over IRC.  

Rich,

Well, while I might dispute that you cannot have meaningful dialogue
over IRC, there isn't any disputing Delaware law, so that settles that.

> Of course, you may have a conference call concurrently with IRC.
> Delaware law also permits a board to take action by unanimous written or
> electronic consent.  Thus, a "virtual meeting" could be held on IRC, and
> then a separate unanimous written consent could be submitted by each
> director via email.  Note that this only works if all actions taken by
> the board are unanimous.

So this means for our "+1" votes on the board mailing list to constitute
a binding action of the board we would need to have everyone agree?  But
that then (as long as the motion tabled was well expressed) these would
be valid actions?  I can see this being hard to achieve on a nine person
board.

> You are correct in your first reading.  Section 3.8 refers to committees
> of the board, which are generally constituted to take official actions
> of the board where constant full board participation isn't practical
> (i.e., compensation committees of big companies).  I wouldn't expect
> there to be many board committees constituted by OSGeo's board, at least
> not initially.  

Ah, ok.

 > Committees like the web committee, incubation committee
> and the soon-to-be-constituted MapServer PSC are Project Steering
> Committees formed under Article VI (Section 6.1).

Hmm.  I hadn't been thinking of the web or incubation committees as
being the same as project steering committees.

There is a very strong desire for project steering committees to have a
great deal of independence and the ability to "rule" themselves as long
as they report back to the board and appropriately enforce proper
legal procedures with regard to code submissions and such.

Other committees, such as the web committee, incubation committee,
fund raising and so forth I see as being directly subject to the board
and that the board should be free to interfere with them as it sees fit.

>> 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?
> 
> Per the above, this is really an issue under Section 6.1.  But that also
> requires an officer or a director.  For example, all heads of Apache
> PSCs are VPs (officers) of the corporation.  We could certainly dispense
> with this requirement, but I think the requirement promotes a "bigger
> picture" viewpoint of the PSC chair.

I'm ok with PSC chairs being responsible for reporting back to the
board.  If we also call them officers that is ok in my mind, though I
am not clear on what all the implications are.  From my reading of the
bylaws, it seems that "officer" does not carry any special powers though
an officer is clearly serving as determined by the board.   Do officers
have some implicit powers?

> Since this is a top down structure, I think it would be unusual for the
> members of the PSC to select the PSC chair.  What if the board
> disagrees?  I think the reality is that the board would have to take the
> views of the PSC members into account when selecting a chair, and could
> even hold an informal poll or election, but I would think the board
> should have the final say as a matter of proper governance.

I'm agreeing that the board would have to accept the chair/officer before
they are official.   This is somewhat like how the governor general is
selected.  In theory he/she is selected by the queen but in practice the
prime minister selects the GG and then the decision is confirmed by the
queen barring some very unusual reason not to do so.

> The term does not have to be one year.  But that is the term for board
> members and officers, so it was added here as well as a default.  The
> term could be indefinite until removal, if that is what you are asking,
> and that may make more sense for PSC members (or at least for certain
> PSCs like software project PSCs).  

Well, I guess my point is that PSC's should be free to draft their
own rules on term.  In the case of the MapServer TSC the chair remains
until changed by a TSC motion.  Also, members are members till removed
by a TSC motion.

 > In terms of what the board's role is,
> I think I would add to your two enumerated powers the (rarely if ever
> used) powers to remove members of a PSC, or to terminate the PSC
> altogether.

Well, I think even the power to remove or alter the members of a PSC
is not needed.  Clearly we do have to retain the right to terminate
the PSC - essentially acknowledging that the board feels the PSC is
not functioning properly as a part of the foundation.  We could always
establish a new PSC by a motion if we just felt the PSC needed reforming.
Or we could just leave it disbanded (likely to reform outside the
foundation).  Disbanding (project disavowal) is the "stick" used to
encourage PSCs to operate in a reasonable way within the foundation but
it is clearly (from both sides) an option of last resort.

> I have seen quorum requirements as low as 1/3, but our membership
> shouldn't be that substantial such that participating in a meeting
> either in person, electronically or by proxy would be difficult.  I
> think that when we have reached the point where we are really having to
> beat the bushes for proxies or attendance, then we have admitted too
> many members and/or failed to limit membership to those persons who
> truly have the "do-acracy" gene required to make OSGeo a success.  

OK, agreed.  This helps justify a more focused membership, and explains
the need to move inactive members to emeritus status.

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