Re: GNOME Foundation By-laws

[Russell Steinthal <steintr rsteinthal i001 law columbia edu>]

On Sun, 03 Mar 2002 22:20:27 GMT, Alan Cox wrote:

>> The properties and assets of the Corporation are irrevocably dedicated
>> to charitable and educational purposes meeting the requirements for
>> exemption provided by Section 214 of the California Revenue and Taxation
>
>{Q: Does this mean the foundation cannot itself own any Gnome code}

I'm not a lawyer, but I'd assume not--- it looks like fairly standard
boilerplate that the Foundation itself cannot be organized for profit,
distribute profits to its members, etc.  But this is certainly 
important enough to make sure the lawyers considered it.

>> membership is renewed.  In the case of membership classifications for
>> which qualification requirements are established, membership of a member
>> shall terminate upon the determination of the Board or Membership
>> Committee that the member no longer meets the qualification requirements
>> for membership in the Corporation.
>
>[BUG]
>If someone changes company so there are too many people from that company
>then all of them are simultaneously terminated. Surely you need to terminate
>only the minimal number ?

I think you're confusing two separate issues.  The section you quote 
above deals with a member who no longer meets the qualifications set 
for his/her membership category.  Under the current scheme, where the 
only class of members is "contributors," I'm not sure how, exactly, 
that could happen, but in any case, it's unrelated to affiliation.

You do, however, note a missing point in the Bylaws (as well as the
original charter/rules/etc.): what happens if someone changes
affiliation during a term as director.  The Bylaws provide for the
case of a resignation or removal causing the 40% threshold to be
violated (the Board appoints, as soon as practicable, a new director
who isn't improperly affiliated, thus driving the percentage back
down), but not what happens when a director simply changes employment
or acquires substantial equity in a new company, etc.  I can see 
three possible solutions:

1. Simply exempt that situation, on the theory that the conflict is 
limited to the remainder of the one year term of the Directors.

2. Require the Board to remove one of the directors of the 
overly-affiliated entity, possibly by relationship to their original 
election results, and then appoint a replacement.

3. Require the Board to appoint additional directors for the 
remainder of the term who are properly affiliated to drive the 
affiliation percentage below the 40% threshold.

Since there's usually a surplus of qualified people, I'd personally 
prefer #3 or #1, in that order, before #2 (which would unnecessarily, 
IMHO, upset the Board).
 
I think something in this regard should be added to the Bylaws, but 
the details need to be worked out.

>> officers, or members of the Board of Directors of an entity; who have a
>> significant consulting relationship with an entity; or who own at least
>
>Where does this leave folks who are doing Gnome work for multiple other
>members of the board. If hypothetically a board member company was doing
>contracts for sun and hp, it would be very hard for them to get on the
>board even if they were doing massive amounts of work of their own..

Well, this is the rule we've used since the initial election (Raph, I 
believe, was considered affilated by consulting).   I don't see why 
this is that much of a problem--- if the consultant is that big a 
contributor, he or she will hopefully get a high vote tally.  
However, if the concern is that, for example, Ximian might start 
doing a distro integration for, say, Redhat and Sun, and thus cause 
all of its employees to be in the Redhat, Sun, and Ximian affiliation 
pools, I suppose the rule could be amended to provide for only 
individual consulting relationships.  Or simply interpret 
"significant consulting relationship" to not include an indirect 
affiliation (i.e. being affiliated with an entity which is consulting 
with another entity doesn't qualify), at least in ordinary 
circumstances.

-Russell


-- 
Russell Steinthal		Columbia Law School, Class of 2002
<rms39 columbia edu>		Columbia College, Class of 1999
<steintr nj org>		UNIX System Administrator, nj.org