[OSGeo-Board] Bylaws posted

[Rich Steele]

Hi Markus,

Thanks for the comments.  See my responses below:

"just curious: why is it Delaware? Is this simply the common place to go
for such corporations?"

You have to pick a state, and Delaware is fairly well accepted as having
the most flexible corporate laws.  Many corporations choose to
incorporate in Delaware.

"article I: talks only about software and OSI licenses, do we want to
mention data/education as well (CC licenses etc)?"

The mission statement at the beginning of article I does refer to data
and broadly refers to the advancement of open geospatial, so I think
that would pick up education initiatives as well ("The purposes of the
corporation are to establish and support a diverse open source community
to foster the development, advancement and promotion of open geospatial
software technology and data").  I haven't given any thought to whether
the bylaws would/should require the use of a particular license for
data.  Certainly with software it is easy to look to the OSI.  Is there
a similar certifying body for data/content licenses?  I'm familiar with
CC, but do we want to state definitively in the bylaws that things must
be licensed under CC?

"article IV: sec 4.2, second paragraph. Does it make sense to
add/suggest digitally signed messages via GnuPG? I would at least
recommend the use of GnuPG."

Is encryption really required for notices?  The purpose of this section
is simply to ensure that a person receives actual notice of a scheduled
meeting.  The law permits sending an email to suffice as notice so long
as the recipient has consented and provided a specific email address.
Can you explain why you would recommend GnuPG in this situation?  I'm
not sure I understand.

"article VI: sec 6.2: mentions only software projects, not data nor
education"

This is explicitly not an exhaustive list.  The board can establish
committees for much more than software projects.  The language reads:
"...which *may* include, *without limitation*, the creation or
maintenance of open-source software projects."

"article Vi: sec 6.3: to better understand - which influence do the
communities have here? Does this definition permit to define a PSC which
may be completey offtopic for a project (just in theory)? Maybe I am
getting this totally wrong..."

Frank had similar comments regarding the interplay between the board and
the community to which the PSC's project is dedicated.  I think we can
essentially make the board's authority here limited to establishing the
PSC, appointing the lead (understood that this is done with input from
the community), and terminating a PSC.  I suppose the board *could*
define a PSC that would be offtopic for a project, but it wouldn't go
anywhere.

"article VIII, sec 8.4: 60 days max is not much for planning ahead. Does
this limitation matter in real life then?"

This provision only relates to notice for the meeting, not the act of
planning for the meeting.  We can start planning today if we like, but
we can't give official notice of the meeting today because it is more
than 60 days out.  This is a legal requirement in the Delaware
Corporations code.  It doesn't really have any practical effect.  You
pick a date for a meeting and start planning for it, then sometime
between 10-60 days in advance of the meeting, the Secretary gives an
official notice of meeting to all the members.

Let me know if you have any other questions of if any of this isn't
clear.

Thanks,

Rich