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From Dirk-Willem van Gulik <di...@covalent.net>
Subject Re: Resend of first cut
Date Wed, 07 Mar 2001 04:48:54 GMT


On Tue, 6 Mar 2001 Scott_Boag@lotus.com wrote:

> Dirk, is there a requirement that a member of the ASF board be in the PMC??
> Reading the bylaws, I think so, in which case you are a fait accompli as
> the chairman.  In which case we should only vote on four persons.  Is that
> right?

No - not directly; clause 6.1 as referenced in the bylaws gives you a
loophole for exactly this:

> Section 6.1. Officers.  The officers of the corporation shall consist
> of a President, a Secretary and a Treasurer, each of whom shall be
> elected by the Board of Directors. A Chairman of the Board, one or
> more Vice Chairmen, one or more Vice Presidents, and such other
> officers and assistant officers and agents as may be deemed necessary
  ~~~~~~~~     ~~~~~~~~~~~~~~~~~~     ~~~~~~                      
> may be elected or appointed by the Board of Directors from time to
         ~~~~~~~    ~~~~~~~~~
> time. Any two (2) or more offices may be held by the same person,
> except the offices of President and Secretary.

I.e. we can add people from outside the board on the fly. Any 5 to N we
propose do of course have to be accepted to the board.

DW.



 > In case anyone is as lazy and bad as me, and hasn't
looked up the PMC
> references in the bylaws (http://www.apache.org/foundation/bylaws.html),
> here they are for background reference.
> 
> ======================
> Section 6.3. Project Management Committees. In addition to the officers of
> the corporation, the Board of Directors may, by resolution, establish one
> or more Project Management Committees consisting of at least one officer of
> the corporation, who shall be designated chairman of such committee, and
> may include one or more other members of the corporation. Unless elected or
> appointed as an officer in accordance with Sections 6.1 and 6.4 of these
> Bylaws, a member of a Project Management Committee shall not be deemed an
> officer of the corporation.
> 
> Each Project Management Committee shall be responsible for the active
> management of one or more projects identified by resolution of the Board of
> Directors which may include, without limitation, the creation or
> maintenance of "open-source" software for distribution to the public at no
> charge. Subject to the direction of the Board of Directors, the chairman of
> each Project Management Committee shall be primarily responsible for
> project(s) managed by such committee, and he or she shall establish rules
> and procedures for the day to day management of project(s) for which the
> committee is responsible.
> 
> The Board of Directors of the corporation may, by resolution, terminate a
> Project Management Committee at any time.
> 
> Section 6.4. Election and Term. The officers of the corporation and the
> members of each existing Project Management Committee shall be appointed by
> the Board of Directors or appointed by an officer empowered by the Board to
> make such appointment. Such appointment by the Board of Directors may be
> made at any regular or special meeting of the Board. Each officer shall
> hold office and each member of a Project Management Committee shall serve
> on such committee for a period of one year or until his or her successor is
> elected and qualified or until his or her earlier resignation or removal.
> 
> Section 6.5. Removal of Officers. Any officer or agent and any member of a
> Project Management Committee elected or appointed by the Board of Directors
> may be removed by the Board whenever, in its judgment, the best interests
> of the corporation will be served thereby.
> 
> Section 6.6. Vacancies. Any vacancy, however occurring, in any office or
> any Project Management Committee may be filled by the Board of Directors.
> =====================
> 
> -scott
> 
> 
> 
> 
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