Re: Fwd: Draft of Proposal for the GNOME Foundation.

[kelly poverty bloomington in us]

On Fri, 14 Jul 2000 12:44:08 -0400 (EDT), Joe Shaw <joe@helixcode.com> said:

>Yes, individuals would hold the seats, but you cannot ensure that
>their employers wouldn't require them to vote for company policy, so
>who they work for is significant. We never want one company to have
>an absolutely majority on the board, because then the board could
>effectively be controlled by one company. We just want to ensure that
>one company's policy cannot be carried out without the consent of at
>least one member outside of the company. If an independent person was
>on the board and then got hired by a company, creating a majority,
>then one person from that company would be required to step
>down. It's really just a safeguard for the foundation to ensure
>independency.

I wasn't challenging the merits of the policy; merely stating that
effecting the result you're looking for may prove more difficult than
you expect.  Neither the directors nor the officers of a company are
necessarily employees of that company, yet these are exactly the
people who present the most danger of the sort of control that you
want to avoid.  You probably want to define "employee" as "employee,
officer, director, agent, attorney, stockholder holding 20% or more of
the voting stock, or creditor holding more than $500,000 in secured or
unsecured debts".  Or something similiar (the last two figures would
have been drawn out of my hat, if I wore one).  Also require board
members to file financial disclosure statements as part of the
qualifications for office.

I am largely neutral toward the entire issue; I think a foundation is
a good idea but have little stake or interest in how it is constituted
or operates.  I am merely offering suggestions on things to consider,
and to avoid.

Kelly