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From Marvin Humphrey <>
Subject Re: [lucy-dev] Graduation checklist
Date Tue, 07 Feb 2012 18:42:35 GMT
On Tue, Feb 07, 2012 at 09:31:03AM -0800, Chris Hostetter wrote:
> ...there are other good tidbits in that thread (and some other graduation 
> discussion threads) that folks might wnat to consider again as the charter 
> resolution is being drafted -- along the lines of wether Lucy wants to go 
> with the boilerplate resolution that most projects cut/paste, or if you 
> guys wnat to go ahead and spell out some initial "bylaws" as part of hte 
> charter (ie: mandatory vote for chair one a year, etc...)

The boilerplate charter template has this section in it:

       RESOLVED, that the initial Apache ${PROJECT} PMC be and hereby is
       tasked with the creation of a set of bylaws intended to
       encourage open development and increased participation in the
       Apache ${PROJECT} Project; and be it further

Personally, I am in favor of yearly elections for the PMC chair (no term
limits).  I'm happy to have us formalize that and possibly other things in
bylaws that we draw up separately from the charter establishing the project.

FWIW, that section has been struck from Mattmann's version of the charter, so
I'm proposing adding it back in.

A little clarification for those who don't know: "PMC Chair" and "Project VP"
are different names for the same thing:

  Why are PMC Chairs officers of the corporation?

    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.

    In addition, officers and members are further indemnified in accordance
    with our bylaws (meaning we also take care of their legal expenses if sued
    due to their role's actions).

    In essence, 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.

Marvin Humphrey

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