Committee Chairs [was Board Nomination email (please review)]

Rich Steele Rich.Steele at
Mon Mar 6 13:50:19 PST 2006

Daniel Brookshier wrote:

> The rule is odd, usually chair is appointed or voted within the
> committee. The board can have a member and even be required, but it
> is not required. I have no problem with the board having a chair on
> each committee, but that does mean that elections need to be in part
> about what committee they will run. This does ensure a sense of duty,
> so nothing wrong with it, just difficult to execute.

I've noticed from emails on this list and chatter on IRC* that there is
some confusion over the bylaw requirements that: (i) the board appoint a
PSC chair; and (ii) the PSC chair be an officer/director of OSGeo.  

Remember that OSGeo is a corporation, and that a corporation is managed
under the direction of its board of directors.  A board of directors is
typically supervisory, and appoints officers to execute the day-to-day
business of the corporation.  Because the board of directors is
ultimately responsible for the actions of the corporation, it must have
effective oversight and authority.  If a PSC chair is not an officer of
the corporation with authority to execute on behalf of the corporation
and subject to the board, there is no legal relationship and no
effective oversight.  This rule is necessary for the Board to maintain
ultimate control over the actions of the corporation for which it is
ultimately legally responsible.  How can the board agree to be legally
responsible for the actions of a person it didn't appoint?

And on the flip side, if a PSC chair is an officer acting within his/her
delegated authority, the actions of that PSC chair are considered
actions of the corporation (for which the corporation is liable) rather
than acts of the individual (for which the individual is liable). 

Here's how Apache explains it:

However, as I've stated on this list previously, a *legal* requirement
that the board select the PSC chair does not mean that the board should
ignore the community's opinions on the matter, nor does it mean that the
community cannot effectively "select" its own PSC chair.  For example,
if a new software project is proposed to be admitted into the
foundation, the board should appoint as chair of the newly formed PSC a
leader of that community.  It would not make sense to do otherwise.
Similarly, if there is a revolt, resignation or other changing event and
the project wants to select a new chair, it can notify the board of its
"selection".  Indeed, even the Apache FAQ for its Project Management
Committees says: "If the chair is being changed, then at some stage your
PMC needs to send the board an official resolution for the board to
approve (or reject) before this change can officially take place."  Thus
does Apache preserve its legal structure and lines of authority, but
gives the individual project community a voice.  Unless there was a
compelling reason (legal or otherwise) not to, I would expect the OSGeo
board to similar defer to the desires of the community in selecting PMC

* See also the discussion on IRC at:
(beginning with Schuyler's comment at 04:52:28)

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