Re: About the unpublished board meeting minutes

[Luis Villa <luis tieguy org>]

2009/6/5 Vincent Untz <vuntz gnome org>:
> Le vendredi 05 juin 2009, à 00:29 -0400, Germán Póo-Caamaño a écrit :
>> I have some concerns, it seems longer than is needed (it defines roles
>> as president, vice-president, agents and things that does not seem to
>> fit with our Foundation. However, IANAL).
>
> Luis had started something to update the by-laws, I believe. He can
> probably comment on this.

I was working on this, but it was low priority. If you search
co-ment.net for 'GNOME bylaws' I believe you'll find the start of that
work. I am writing this offline and not on my primary machine so no
access to the documents.

There are a couple different issues here, from memory:

(1) some of the issues German mentions are just unfortunate artifacts
of standard cut'n'paste corporate formation. Some of them probably
could be simplified, but many probably could not. I (and everyone
else) should be very loathe to touch any of those things without the
advice of a California non-profit law expert.

(2) Some parts of it are horribly vague because of poor drafting on
our part originally. For example, if I recall correctly the voting
provisions refer to a webpage as the primary determinant of how we
vote, so to change how we vote, just find the webpage in git, commit
the change, and voila! you've changed how the Foundation votes. (I
wish I was kidding.) These things can and should be adjusted and
changed. Brian also had helped create a useful list of these (which I
think, again, are in co-ment.net.)

(3) amendments are not incorporated into the body in a single place.
If nothing else, this needs to be done, for the sake of
documentation/readability.

(4) We still refer in a number of places to the charter, which needs
revision, not because it is unclear (it is quite well written for what
it is) but to update it to reflect who we are now, nearly 10 years
later- which is a different beast than what we were then. This may
also suggest some parallel changes to the bylaws.

All that said, I think reading the bylaws is overrated. Obviously we
have legal obligations which should be understood and respected, but
by and large the bylaws say very little about what we should do or how
we should do it. Those are the bigger questions we face, and the
bylaws have no answer for them.

Luis