Officer Issue

[Frank Warmerdam]

Folks,

Several weeks ago we were trying to address the issues of who is an
officer of OSGeo, and what powers go along with that.  My understanding
is that by default an officer can bind the organization to a contract,
and make other sorts of policy or financial commitments on behalf of the
foundation.

I asked Rich to clarify some of the options:

rich at richsteele.org wrote:
> Quoting Frank Warmerdam <warmerdam at pobox.com>:
> 
>> As you will recall the concern was that if each committee chair is an 
>> officer
>> and any officer has the ability to bind the foundation in a contract that
>> we may be putting ourselves at undue risk.
>>
>> In my mind we might:
>>  o Only name specific people as officers rather than all committee 
>> chairs.
>>  o Restrict the powers of officers in some regard.
>>
>> But I'm not clear on how this is normally handled.

rich at richsteele.org wrote:
> Frank, sorry that this slipped down in my inbox.  My thought is that 
> either of those options (or both) is fine.  As we've discussed 
> previously, some committee chairs should be officers -- i.e., the true 
> "project" committees for a software project, since they will be putting 
> out OSGeo code, and fundraising (not a problem since it is you), and 
> maybe others if I think long and hard about it.  But some need not be 
> (visibility, infrastructure, etc.), but we will have to amend our bylaws 
> to reflect this.
> 
> The board can also pass a simple resolution to the effect that "no 
> officer is authorized to execute any contract or make any financial 
> commitment on behalf of the corporation without prior approval by the 
> board of directors."  This resolution wouldn't be practical once the 
> foundation matures, but at this stage it isn't a problem since the 
> foundation is pretty  much "managed" by the board rather than then 
> "management" (i.e., the officers).
> 
> Let me know if that isn't clear.

Does anyone have a particular approach they prefer?  I keep vacillating
on this myself.

My hope is that we can discuss this at the board meeting tomorrow and
resolve the issue.  In any event, I am hoping we can pass the
Committee Guidelines tomorrow.   Anyone who hasn't should review them.
They are unchanged for some time.

   http://wiki.osgeo.org/index.php/Committee_Guidelines

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    | President OSGF, http://osgeo.org