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Subject cvs commit: incubator-site structure.html
Date Wed, 30 Oct 2002 00:15:51 GMT
gstein      2002/10/29 16:15:51

  Modified:    .        structure.html
  Bulking up with some information on why PMC Chairs are corporate
  officers of the ASF.
  (we should dump in more, similar emails from the past week or two)
  Revision  Changes    Path
  1.3       +70 -1     incubator-site/structure.html
  Index: structure.html
  RCS file: /home/cvs/incubator-site/structure.html,v
  retrieving revision 1.2
  retrieving revision 1.3
  diff -u -r1.2 -r1.3
  --- structure.html	24 Oct 2002 19:53:18 -0000	1.2
  +++ structure.html	30 Oct 2002 00:15:51 -0000	1.3
  @@ -63,6 +63,75 @@
  +    <hr />
  +    <p>
  +      [gstein] Doing a dump of "why PMC Chairs are officers of the
  +      corporation":
  +    </p>
  +    <pre>
  +From: Greg Stein <>
  +Subject: officers and liability
  +Date: Tue, 29 Oct 2002 15:28:15 -0800
  +On Mon, Oct 28, 2002 at 03:33:19PM -0500, someone wrote:
  +> On Thursday, October 24, 2002, at 03:55 PM, Roy T. Fielding wrote:
  +> > On Thursday, October 24, 2002, at 12:07  AM, someone wrote:
  +> >> On Thursday, October 24, 2002, at 02:41 AM, Greg Stein wrote:
  +> >> ... the Bylaws, Veeps are definitely officers. ...
  +> >>
  +> >> It might be preferable then that PMC chairs not be VP.
  +> >
  +> > Absolutely not!  That is the whole basis of letting PMCs manage 
  +> > portions of the ASF code without technical interference from the
  +> > board/members.
  +> I certainly don't pretend to have any competence in corp. governance 
  +> law.   I assume Roy knows his stuff about this all.  I'd love to be 
  +> educated.  How does the officer/non-officer status of a PMC chair have 
  +> any effect on the board's level of technical oversight - I'd have 
  +> assumed that was entirely a matter for the board to configure within 
  +> the limits of their model of their responsibilities - legal and 
  +> otherwise.  I can't image that they gain much liability protection by  
  +> making an officer the head of a PMC?  This structure seems to only 
  +> increases the number of parties personally at risk when the foundation 
  +> is sued.  I am probably missing something.
  +An officer of the corporation is, by definition, acting on behalf of the
  +corporation. So the oversight that the ASF requires is occurring (oversight
  +is not embodied in the Board, but the ASF as a whole; the Board is just the
  +main driver of corporate affairs).
  +And since the officer is acting on behalf of the corporation, there is no
  +personal liability -- standard corporate assumption of liability occurs. If
  +the officer was *not* acting in accordance with their stated role, then yes:
  +they would be personally liable.
  +Since the ASF is assuming liability, that is where our cash hoard comes in,
  +in case of problems.
  +Does that help to clear things up?
  +From: "Roy T. Fielding" <>
  +Subject: Re: officers and liability
  +Date: Tue, 29 Oct 2002 15:58:43 -0800
  +What Greg said, with the addition that officers and members are
  +further indemnified in accordance with our bylaws (meaning we also
  +take care of their legal expenses if sued do to their role's actions).
  +PMC chairs must be officers because the board can only delegate things
  +to employees or officers.  It is impossible to delegate authority to
  +someone who has no authority.
  +[these musings are based on my recollection of discussions with Drew
  +when we set up the foundation]
  +    </pre>
     <hr />
     <div align="center">

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