calling for agenda items... [rev 1]

[Jerry Feldman]

Richard,
I will pass your questions directly to the SigNet.org admin list. However, 
here are my answers to your questions.
> My questions about the relationships between the board of directors and
> the board of management are still unanswered.
That was answered. The Board of Directors is a legal requirement for 
incorporation. SigNet.org, Inc. will be operated by the managing board, not 
the Board of Directors. 

> We know that the constituent groups each appoint one member to the board
> of management.  There can also be other members.  Who appoints them?
> The board of management?  The board of directors? Anyone else?  What are the
> numbers of each type of member?
The Board of Directors can appoint members to the managing board. At the 
current time, the BoD remains at 5, and will most probably remain at that 
level. There are essentially 2 members of the managing board who are not now 
associated with user groups, Dave Wieneke and myself. Both of us do work for 
SigNet. John Lescher and Ken Hablow are both on the BoD and are managing board 
members from the same group. That we may want to change.  

> Who gets to vote for the members of the board of directors?  Can there be
> directors appointed other than by regular votes, and how? e.g. if the
> directors were elected by the individual members, could other directors be
> elected by the constituent groups, or by the board of management, or co-opted
> by the BOD itself.  Note: if I guessed/recollected wrongly about who elects
> the BOD, "No" is still not an adequate answer to this whole question.
That is defined in the ByLaws. Individual members of SigNet.org, Inc currently 
do not have votes. 
> Were the people we met at Cybersmith's the BOD or the board of management?
> Both?  Are their terms of fixed duration (BOD and Board of Management)? If
> so, how long?  Also, if there is more than one term, how many (current and
> future) members will serve for which terms?  If the terms are not fixed, what
> is proposed that will happen?
This is also in the ByLaws. I'll try to remember to get a copy.

> Legally who is reponsible for the actions of the group?  Presumably the BOD.
> So what does it mean to say that the organization is run by the Board of
> Management?  If there's any conflict, presumably the BOD would have to
> prevail.  The question "what does it mean to say that the organization is run
> by the Board of Management?" was not intended to be rhetorical.
Legally, the BoD and the officers of the corporation are the responsible 
people. It is like any corporation. The BoD and the officers are always 
responsible. The Bod do not and should not run a company on a day to day 
basis. They should be concerned about major issues of policy and finances. 
Eventually, the organization will have a small paid staff. We do expect to 
have a part time web master. The bottom line is that the managing board will 
make most of the decisions, and each user group will have 1 vote. That vote 
will probably not be diluted by packing the managing board. 
> If not all the answeres are available yet, those that are will be very
> helpful.
> 
> I sort of agree that joining signet is probably the best thing to do, but I
> personally will not support joining an organization whose governance is not
> revealed to us.
The governance is defined by the ByLaws, which are a matter of public record. 
-- 
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Jerry Feldman            Digital Unix Development Environment
Digital Equipment Corp.  (work)gaf at zk3.dec.com (home)gaf at highway1.com
110 Spitbrook Rd.        Mailstop: ZKO3-2/W17
Nashua, NH 03062-9987    (603)881-2970, DTN:381-2970
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