[Board] resuming discussion on vice-presidents and officers

[Angelos Tzotsos]

Hi all,

According to our bylaws:
"Section 5.1 Number and Qualifications. The officers of the corporation 
shall consist of a Chair of the Board, a President, a Secretary, and a 
Treasurer. Officers must be natural persons that the Board of Directors 
elects or appoints. Officers need not be Directors of the corporation 
and shall hold office at the discretion of the Board of Directors. 
Subject to these Bylaws, the Board of Directors may also elect or 
appoint one or more additional officers or assistant officers as it may 
deem convenient or necessary. Except as provided in these Bylaws, the 
Board of Directors shall fix the powers and duties of all officers."

Based on the above and also the fact that none of the motions were 
passed in the current discussions, I propose we move on as the bylaws 
state, with no further delays, accept the nomination of Dirk for VP (I 
second the nomination of Dirk) and move on with a vote.
In my opinion, if there is no consensus for a change, then we must make 
sure that the bylaws are followed. After reading the bylaws very 
carefully, I don't actually find points where current or previous board 
decisions diverted from the bylaws (besides the fact that we elect our 
board through electronic means and not during the AGM)
I believe that our Members are not enjoying this discussion and want to 
see the board moving forward to more important issues for our Organization.

Best regards,
Angelos

On 11/09/2016 01:50 AM, Jody Garnett wrote:
>> Current board members Helena, Angelos and Anita were nominated as regional
>> Vice-President at our last board meeting. Anita had declined. Therefore,
>> I would like to propose the following new motions.
>>
> We also had Dirk nominated.
>
> ...
>
> I was treating the role of "President and Vice-President" more as covering
> the responsibilities of "Executive officer" in keeping with our by-laws
> (see Section 5.6). This is distinct from the role of "Chair of the
> Board"(section 5.5) although we seem to be combining them.
>
> Thank you for considering the role of charter members for other committees,
> while I see what you are getting at it leaves me with some confusion:
> a) the foundation lists "officers of the corporation": Chair of the Board,
> a President, a Secretary, and a Treasurer
> b) we have recognized additional officers over time (
> http://www.osgeo.org/content/foundation/board_and_officers.html ). These
> represents officers of our corporation (covered under our liability
> insurance). By recognizing these individuals, in this capacity, they are
> able to act in an official capacity for our organization (this save the
> time/trouble of working through the board monthly meetings).
>
> I think this is where we (me and you) are getting stuck on setting
> a precedent. It does no good to ask me to rewrite the bylaws, as we would
> just put off the conversation one level removed, and still be stuck on the
> current task of electing officers. I am of course willing to rewrite bylaws
> if it is of benefit.
>
> End of the day:
> - I want our officers recognized (and protected) equally
> - I would like future boards to have a chance to cast a wide net when
> recurituing volunteers
> - I do not want the board members to be over taxed as volunteers
> - I do not want the board to overreach in terms of responsibility
>
> If the current board (or a future board) is more conformable having
> officers that have can vote in the decision making process then it can
> consider this when evaluating nominations any given year. There is of
> course other ways to allow officers a say in what goes on ... setting up a
> working group to tackle an issue on behalf of a board is an approach I
> favour.
>
> I do not want to trade a short term awkwardness with competing nominations
> (as a board we are compelled to make the tough choices) for a long term
> precedent that stifles growth.
>
>
>
> _______________________________________________
> Board mailing list
> Board at lists.osgeo.org
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-- 
Angelos Tzotsos, PhD
OSGeo Charter Member
http://users.ntua.gr/tzotsos

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