[OSGeo-Board] Motion to sign Open Letter on publicgeodata.org

[Rich Steele]

Frank Warmerdam wrote:


> > My understanding from the bylaws is that we need unanimous clearly
> stated
> > agreement to a clearly stated motion for it to be an "act of the
board"
> > outside a voice mediated meeting.
> >
> > Of course, something like the above motion doesn't need to
officially an
> > act of the board, so we could presumably establish some other rules.
> > We could, for instance, say that a "consultation with the board"
which
> > isn't
> > an official board act could be accomplished by sending a description
of
> a
> > planned action to the board list, and as long as no objections are
heard
> > within a certain amount of time the consultation would be considered
> > accepted.
> > This is roughly the lazy consensus model used by Apache for many
things.

I think this is correct Frank.  A formal action by the board is not
required to approve every minor action that the company takes.  For
minor decisions, the board can certainly set up a lazy consensus-type
procedure.  However, if an action is significant enough that it does
require a formal board action, it must take place either at a properly
noticed meeting with a quorum present, or by a written/electronic
consent that is unanimous.

Determining what is a minor action and what will require formal board
approval is obviously where the rubber meets the road.  Certainly things
like committee formation, bylaw amendments, admitting members, large
expenditures or financial commitments are major actions that would
require formal board approval.  I also think that taking official policy
positions in the name of the foundation should require formal board
approval.  Things like tweaking the website, forming an interest group
to study an issue, etc. are minor acts not requiring formal board
approval, but things we may want to have go through a lazy consensus
procedure so everyone at least has the chance to object.

-Rich