Re: latest draft of charter



Hi Joe,

Thanks for your feedback.  I have addressed your minor points below.  The main substantive issue you raise is whether we want to impose corporate affiliation restrictions on votes required to put up a referendum or a slate for board elections:
 

> To be accepted, a request for a referendum must be endorsed by 10% of
  > the Membership. The maximum number of valid endorsements from Members
  > affiliated (as defined above) with any one corporation or organization
  > shall be 5%.

  Ick. Do we really want to require members to disclose their
  affiliation? 10% of the membership is a fairly large number to require a
  referrendum (which I like), so I am not too worried about a single
  organization forcing a referrendum. And, assuming they did, I would hope
  that the majority would make the right decision.

  Regardless, one shouldn't be required to give up that sort of information
  for membership. The board, of course, is a different matter...


and
 

  > Any Member may propose a slate, provided that at least 10 Members
  > endorse the proposed slate.  The maximum number of valid endorsements
  > from Members affiliated (as defined above) with any one corporation or
  > organization shall be 5.

  Hmm. This is sticky. As I said before, I don't like member affiliations,
  but with 10 people, it is conceivable now (and much more so in the
  future) that a corporation could solely endorse a slate. But then again,
  is this really a bad thing?

I guess my concern is that if I wanted to put together a board slate, I could wander over to the Eazel weekly lunch and get 10 signatures, and that doesn't feel quite right to me.  I think to submit a slate for the board, I should need to have some support from the broader Gnome community.  Otherwise, we're just making it to easy for corporate interests to get mixed into our elections.  This will become a bigger issue as more and more companies join the bandwagon.  I don't like the idea of seeing an Eazel slate, a Helix slate, a Sun slate etc.

Similarly with referendums.  If Eazel were to go on a Jihad against Helix Code, for example, I don't think they should be able to drag the entire Gnome community into that by putting up referendums.  5% of the membership might be 10 or 20 people, and I think pretty soon we are going to have several companies that do in fact employ that many Gnome hackers (if we don't already).

You raise the concern about the burden this imposes on people of disclosing their affiliation.  As a practical matter, I don't think it's a problem.   You know who works at Helix Code, I know who works at Eazel.  If we're submitting board slates or referendum initiatives, let's make sure that not more than half of our signers work at our company.  On the other end (on the board of the foundation), people can similarly take a quick look at the signatures and make sure they're not all from the same company.
 

Joe Shaw wrote:

I hate to be a grammar pedant, but "less than 10 employees" should be
"fewer than"
Fixed.
 
> Board Meetings
> --------------
> Notes from board meetings shall be posted on a publicly accessible
> mailing list and web site.
>
> Board Voting
> ------------
>
> Minutes shall be kept for all meetings of the board of directors.

How are these things different, really?

You're right - I moved the openness paragraph up into Board Meetings, but it's messy.  I have consolidated them.
 
 

> Referendum
> ----------
>
> To be accepted, a request for a referendum must be endorsed by 10% of
> the Membership. The maximum number of valid endorsements from Members
> affiliated (as defined above) with any one corporation or organization
> shall be 5%.

Ick. Do we really want to require members to disclose their
affiliation? 10% of the membership is a fairly large number to require a
referrendum (which I like), so I am not too worried about a single
organization forcing a referrendum. And, assuming they did, I would hope
that the majority would make the right decision.

Regardless, one shouldn't be required to give up that sort of information
for membership. The board, of course, is a different matter...

> Elections and Board Size
> ------------------------
>
> If the board of directors is recalled by referendum, new elections shall
> be held immediately.

Perhaps we should mention the fact that this is possible either here or in
the referenda section.

Done.
 
 

> Any Member may propose a slate, provided that at least 10 Members
> endorse the proposed slate.  The maximum number of valid endorsements
> from Members affiliated (as defined above) with any one corporation or
> organization shall be 5.

Hmm. This is sticky. As I said before, I don't like member affiliations,
but with 10 people, it is conceivable now (and much more so in the
future) that a corporation could solely endorse a slate. But then again,
is this really a bad thing?

> =======================================
> VII. Bootstrapping the GNOME Foundation
> =======================================
>
> An interim board of directors may be appointed by the GNOME Steering
> Committee.      The first elections shall be held within 90 days from
> the incorporation of the GNOME Foundation.  Anyone may propose a slate,
> so long as it is approved by at least 10 Members.

This means that the steering committee will appoint the board for the
incorporation, and then we'll hold elections for a new board within 90
days?

Yes, I think so.  We want to have the company incorporated and bylaws adopted before the first elections, so we'll need an interim board.  I think it probably makes the most sense to have that board appointed by the steering committee, although I don't have terribly strong feelings about that.
 
 

Overall, I think that the charter is a fine document and has evolved
nicely; I don't have any major problems with it, just a few nits that I
pointed out. Thanks Bart for the hard work you've done in revising the
draft.


Thanks,

Bart



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