Re: [boost] RFC.. Steering Committee Bylaws Proposal

Subject: Re: [boost] RFC.. Steering Committee Bylaws Proposal
From: Niall Douglas (s_sourceforge_at_[hidden])
Date: 2017-10-18 16:59:36

> Right.. But technically Boost nor the SC are legal organizations under any
> laws. It's the SFC that's the legal organization.

Boost is a legal entity registered under US tax law. It falls under the
SFC umbrella as a "division" of sorts. Our monies are held separate to
others and must be spent according to the rules specified by US
non-profit law. How members of the steering committee are changed, who
is appointed legally in charge of the bank accounts, all of this is
dictated by law which is to say the rules initially submitted when the
SC was first created.

>> The bylaws you suggested earlier I believe are illegal under US charity
>> law.
> 
> Easily resolved by changing the name to "Rules and Policies". And no they
> aren't meant to be legal from as self organized corporation. After all it's
> a committee not a board.

The SC can vote to change its own rules if it follows correctly its
rules for changing its rules. But it cannot change those roles to be non
compliant with US non-profit law. Otherwise it must change from a
non-profit to a for-profit. That would be expensive.

> As I suggested, you need to add separation of powers and you'd
>> stand a much better chance of the SFC's lawyers okaying it.
>>
> 
> The separation is already there. There's the SFC and the SC. For every
> monetary decision that the SC makes the SFC still needs to approve it.

The SFC have no power to spend Boost money without express, written
approval from the body with the legal fiduciary duty: the steering
committee.

Trust me on this, I've gone multiple weeks waiting on the SC to
greenlight the SFC to do stuff.

The SFC purely provide admin at the behest and instruction of the Boost
SC. They are Boost's "civil service" if you like. We outsource admin to
them, and we could theoretically dismiss them and replace them at any
time. Indeed that very act was once discussed for various reasons no
longer important.

> As considerable sums of money are involved, fiduciary duty is very
>> important here, else the US IRS would correctly assess tax
>> non-compliance may be at work.
>>
> Which is why the SFC does due diligence to make sure the SC doesn't run
> afoul of those laws and of its own by-laws and policies.

The SFC may choose to advise the SC of the non-wisdom of a course of
action because it may cause trouble with the IRS, or be illegal, or
simply not how other open source orgs do things. The SC may choose to
ignore them. The SC is the one in charge from a legal point of view.

>> Some of us went down that rabbit hole many years ago. We may have even
>> nearly achieved getting some formal by laws written down, we were just
>> short on the SC votes.
> 
> That's news to me. And I suspect that's news to almost everyone else here.

I've done lots of stuff boost-dev isn't aware of. Indeed, lots of stuff
that some on the SC aren't aware of. Believe it or not, I don't go
advertising my service loudly seeking approval, despite what some may
think. Most of it has occurred quietly, out of sight.

> This is key problem to the current arrangement. Do you see how that is
> contrary to the original goals of the SC. When did that happen? Before or
> after joining the SFC? Where did it happen? How many votes did you need?
> How many votes did you get? What was concretely proposed? What did the
> proponents say? What did the detractors say?
> 
> And ultimately.. Why do we need to even ask questions as to what the SC
> does?

The SC has a clearly spelled out "mission statement" on its home page.
That statement was written, incidentally, because I complained there was
none.

For the record, I entirely and absolutely agree with you that there is a
governance problem at work here. Some years ago I tried to persuade the
SC to reform itself, and a vote was held. My initiative lost, but that
was a very different SC back then. The current SC has a lot of new
members with very different viewpoints to previous SCs (and I'll be
honest, much more aligned with my opinions on things). If the proposal
were retabled, I think you'd have a good chance of getting it through.

But you need to take a very different approach to the one you are
taking. I know this will sound rich coming from me, but you are being
too confrontational. Proposing a set of bye laws from outside the SC is
confrontational. You should instead ask the SC for a formal vote on
whether, in principle, it agrees with the establishment of bye laws
splitting governance into two arm's length groups, one appointed, one
elected.

Start with that first. If they vote approval, then I am very sure that
certain members of the SC will self initiate dialogue with all relevant
stakeholders to *collaboratively* draw up a set of bye laws. Rather than
you writing a set on your own.

Those, once agreed, would then need another vote from the SC and legal
review by the SFC. This is the process I think you ought to take. Less
confrontational, more inclusive of all stakeholders, and let the SC do
its job of steering instead of you trying to steer it.

I say all of the above as someone with very considerable experience in
interacting with the SC over many years. You'll find them usually
reasonable *IF* you follow their established processes, which I just
described to you above. You also need to accept that changing governance
will take considerable personal effort invested over a long period of
time. Lots of cats to herd.

Niall

-- 
ned Productions Limited Consulting
http://www.nedproductions.biz/ http://ie.linkedin.com/in/nialldouglas/