[Foundation-l] VC - alternative resolution

Ray Saintonge saintonge at telus.net
Fri Apr 4 09:23:26 UTC 2008


Jussi-Ville Heiskanen wrote:
> On 4/4/08, effe iets anders <effeietsanders at gmail.com> wrote:
>   
>> Hi Nathan, all,
>>
>> I appreciate your efforts, and thank you for thinking with us. Although I'd
>> like to leave it up to the Board what they vote on, I have to say I have
>> some thoughts on this version.
>>
>> As I tried to explain in my recap email, I think that it would actually be
>> good to make a clear statement that we create a VC (but not defined yet, you
>> could say we "reserve the seat") because that seems to be the general
>> consensus. However, at the same time, we create a provisional council, which
>> will give advice on the details.
>>     
> I definitely agree with this point. On the theory promulgated by Admiral Grace
> Hopper that it is easier to gain forgiveness than it is to gain
> permission, it were
> best that the establishing were done right away, rather than having to
> bring it up
> another time later on.
>
> I think instead of removing the part about establishing the institution of the
> council (by whatever name - personally I don't like "Volunteer Council", but
> that is by the by, and a matter for the board), a more useful thing would be
> to add a method for the dissolution of the Council, should it not turn out to
> be useful in the end.
>
> The actual language need not be more formal or complicated than something
> like inserting the following phrase somewhere where it is appropriate:
>
> "The Council shall serve at the pleasure of the Board of Trustees, until
> such time as by a vote of [insert voting threshold here] of serving Trustees
> it is relinquished of its duties, and either permanently dissolved or the
> Board shall formally decide replacing it with new Council by a method
> of its choice."
>
> This would also serve as providing the mechanism for setting up
> elections for the council, should such a method be deemed useful.
>
> This is purely my personal suggestion for the Board to ponder,
> before it finalizes the language of its resolution...
Although I'm naturally partial to the resolution as presented by 
Lodewijk, I'm not so fixated on a specific resolution as to lose sight 
of the principal aime of this exercise: establishing a credible group to 
develop solutions to a wide range of governance issues.  If doing so 
means that Nathan's proposal is the only one that will fly, so be it.  A 
hybrid resolution is also possible, but the final form of the resolution 
is up to the Board.

I don't think that a dissolution clause is necessary.  Let's remember 
that what this Council needs from the Board is not so much legal 
authority as it is public credibility.  If the Council ceases to act 
responsibly a simple statement from trustees that it no longer has the 
confidence of the Board would be devastating.

Ec



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