Re: oasis board cte appt process

[Terry Allen <tallen@sonic.net>]

Jon wrote:
| I believe that email to a list fulfills any procedural requirement
| fulfilled by regular mail.  Copying to a list seems to me to be even
| more formal and secure than regular mail and just as permanent if
| someone makes a point of printing it out.

I'm happy to accept it this context.

| | 5.2 refers specifically to committees designated by the
| | board (though it doesn't say that they must be committees of
| | the board; an interesting exercise would be to determine
| | whether it forbids OASIS to have committees of the
| | membership):
| | 
| | "The corporation shall have such other committees as may
| | from time to time be designated by resolution of the Board
| | of Directors.  Such other committees may consist of persons
| | who are not also members of the Board."
| 
| I don't think that this has to do with committees of the membership
| (it seems to me that I thought it did for a little while, but that was
| some time ago).  I think that the emphasis in this passage is on the
| word "corporation."  

I noticed that.  But the corporation has members (explicitly stated
in 12.1 of the bylaws), and this is the only place where committees
are dealt with; it's a freestanding Article and not bound by context
to the previous section, which concerns the Executive Committee.
So on the face of it it applies to all committees.  Perhaps 
unintentionally.

|  I'm going out on a limb again, but it seems to
| this legally untrained person that the bylaws make a fundamental
| distinction between the corporation (the thing that has legal
| liability) and the membership (which has formed the corporation in
| large part to assume legal liability on behalf of the members).  I
| think what this is saying is that the board can resolve to have
| committees charged with carrying out some of the work of the
| corporation.  My hunch is that these two sentences were orginally
| boilerplate and that the sentence about "advisory capacity" that
| immediately follows the passage quoted above was added when this
| corporation was formed, but of course I have no evidence outside of
| the text itself.

The bylaws do indeed make that distinction (which is the point of
incorporating), but it's beside the point.  We probably want to
recommend new language about committees anyway, but we are actually
stuck with this until then.

| | As this is the bootstrap and interim procedure, we need not
| | worry about refreshing and reappointing committees
| 
| That thought has led me to begin to reconsider the TRAC; more to come
| separately.
| 
| | but note R p479 top; if these are standing committees of the
| | board they die when the board changes.
| 
| I don't think that they are standing committees, but this demonstrates
| another reason for building the structure we want into the bylaws.

Agreed on both counts.

regards, Terry