[Board] Bylaws or procedures? [was: OSGeo Elections starting tomorrow]

[Jeff McKenna]

Hi Adrian,

As most of the osgeo.org bylaw text dates back to 2006, I can see how
the living wiki.osgeo.org text can confuse things.  If you are
interested, maybe we can hold a half-day virtual meeting to all work on
clarifying the bylaws, and then propose these changes to the OSGeo Board.

PS. I've now printed out the pdf bylaws (likely I have several copies
lying around), and it for sure is an interesting read.  Our whole
concept of Charter Members is missing from these bylaws, for example
(page 9).

But this is a big task, we'll need several volunteers to help clean this
up. (read: I'd be overwhelmed trying to take this on myself)

-jeff



On 2013-07-09 1:23 PM, Adrian Custer wrote:
> Hey all,
> 
> As part of looking into the rights of 'charter members', it appears that
> OSGeo operates under an unclear mix of its bylaws
>   http://www.osgeo.org/content/foundation/incorporation/bylaws.html
> and various procedures, e.g.
>   http://wiki.osgeo.org/wiki/Proposed_Board_Election_Procedure
>   http://wiki.osgeo.org/wiki/Membership_Process
> and possibly others.
> 
> 
> Unfortunately, these can be in conflict. For instance, from the bylaws
> there is:
> 
>     Section 3.3. Qualification. Directors may only be adult natural
>     persons but need not be residents of Delaware or of the United
>     States nor members of the corporation.
> 
> but from the Board_Election_Procedure, there is:
> 
>     Nominations
>     ...
>     3. Nominees must be charter members.
> 
> which are in direct conflict so it is unclear which take precedence.
> 
> In my experience, non-profits modify their bylaws rather than creating
> new documents with rules governing processes already set out in the
> bylaws. Also, it is not clear how to discover all the (wiki) web pages
> which might define procedures that OSGeo is currently attempting to follow.
> 
> 
> It has been suggested that
>   (1) during an election is not the time to address such issues, and
>   (2) that tidying up such issues is not a pressing matter
> so perhaps this issue is not of general interest. I bring it up merely
> because I just discovered it and I thought it worth mentioning to all of
> you.
> 
> 
> 
> cheers,
>   ~adrian
> 
>