[Evergreen-governance-l] Basic rules of governance draft

[Galen Charlton]

Hi,

On Mar 2, 2011, at 10:13 AM, Lori Bowen Ayre wrote:
> In Section 2.6 " "A majority of the Board constitutes a quorum for the transaction of business. " confuses me.  Does this mean we have to have at least half plus one of EVERYONE on the Board in attendance to make a decision?  And then if we do, majority rules?

How else would you propose defining a quorum?  Admittedly, the transition board, assuming that it would be identical in makeup to the people who would sign an agreement with the SFC, is probably larger than most nonprofit boards, but I think this represents the fact that we're still discussing some pretty fundamental issues concerning governance and need to keep the discussion as broadly based as possible.

If you're concerned that we won't make the quorum on a regular basis, I think it would be appropriate to ask members of the initial board to publicly commit to attend (most of) the board meetings over the next year.

> This does suggest that we might need to (eventually) determine how these committees are established and empowered to make decisions on behalf of the community. Or, perhaps it would be wise to recognize the committees that are established as of now and leave that up to the next version.  I don't think we want this Board in charge of what working groups can emerge and who can run them.  Seems like a larger discussion for the community to be involved in and it may be just as well to let the needs emerge.
> 
> So, I'm in favor of naming the current committees in this document and leaving the formation of more committees to the next round of decisions. We may then need to decide what an official committee is versus a task force versus interest groups and whatever else we realize we need.

Agreed, naming the current committees should be sufficient for this document.  As a note for future discussion, I also think we be careful about how we go about designating "official" committees; any group of energetic, interested individuals willing to contribute to Evergreen in some specific way should be able to organize themselves without requiring the sanction or blessing of the board as long as they respect Evergreen's licenses and trademarks.  Of course, the Board may also end up encouraging the creation of working groups and committees to fill in any gaps.

> And, shouldn't there be a Developers committee too?

I would argue that one already exists, if not by name.  We meet periodically on IRC and have been known to occasionally submit patches and commit code. :)

Seriously, Dan's draft does mention the "Developer Team".

> How about this...could have a "Board Advisor"  or "Board Liaison" on each committee as a way to keep the Board and committees linked but autonomous enough to move committee work forward without having to get official permission from the Board?

I don't think this is necessary for the initial document; it may be useful for the next version.  Correct me if I'm wrong, but I believe that every working group and committee already at least one of the proposed board members serving on it.

Regards,

Galen
--
Galen Charlton
VP, Data Services
Equinox Software, Inc. / Your Library's Guide to Open Source
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