Right.. But technically Boost nor the SC are legal organizations under any laws. It's the SFC that's the legal organization.
Boost is a legal entity registered under US tax law. It falls under the SFC umbrella as a "division" of sorts. Our monies are held separate to others and must be spent according to the rules specified by US non-profit law. How members of the steering committee are changed, who is appointed legally in charge of the bank accounts, all of this is dictated by law which is to say the rules initially submitted when the SC was first created.
The bylaws you suggested earlier I believe are illegal under US charity law.
Easily resolved by changing the name to "Rules and Policies". And no they aren't meant to be legal from as self organized corporation. After all it's a committee not a board.
The SC can vote to change its own rules if it follows correctly its rules for changing its rules. But it cannot change those roles to be non compliant with US non-profit law. Otherwise it must change from a non-profit to a for-profit. That would be expensive.
As I suggested, you need to add separation of powers and you'd
stand a much better chance of the SFC's lawyers okaying it.
The separation is already there. There's the SFC and the SC. For every monetary decision that the SC makes the SFC still needs to approve it.
The SFC have no power to spend Boost money without express, written approval from the body with the legal fiduciary duty: the steering committee. Trust me on this, I've gone multiple weeks waiting on the SC to greenlight the SFC to do stuff. The SFC purely provide admin at the behest and instruction of the Boost SC. They are Boost's "civil service" if you like. We outsource admin to them, and we could theoretically dismiss them and replace them at any time. Indeed that very act was once discussed for various reasons no longer important.
As considerable sums of money are involved, fiduciary duty is very
important here, else the US IRS would correctly assess tax non-compliance may be at work.
Which is why the SFC does due diligence to make sure the SC doesn't run afoul of those laws and of its own by-laws and policies.
The SFC may choose to advise the SC of the non-wisdom of a course of action because it may cause trouble with the IRS, or be illegal, or simply not how other open source orgs do things. The SC may choose to ignore them. The SC is the one in charge from a legal point of view.
Some of us went down that rabbit hole many years ago. We may have even nearly achieved getting some formal by laws written down, we were just short on the SC votes.
That's news to me. And I suspect that's news to almost everyone else here.
I've done lots of stuff boost-dev isn't aware of. Indeed, lots of stuff that some on the SC aren't aware of. Believe it or not, I don't go advertising my service loudly seeking approval, despite what some may think. Most of it has occurred quietly, out of sight.
This is key problem to the current arrangement. Do you see how that is contrary to the original goals of the SC. When did that happen? Before or after joining the SFC? Where did it happen? How many votes did you need? How many votes did you get? What was concretely proposed? What did the proponents say? What did the detractors say?
And ultimately.. Why do we need to even ask questions as to what the SC does?
The SC has a clearly spelled out "mission statement" on its home page. That statement was written, incidentally, because I complained there was none. For the record, I entirely and absolutely agree with you that there is a governance problem at work here. Some years ago I tried to persuade the SC to reform itself, and a vote was held. My initiative lost, but that was a very different SC back then. The current SC has a lot of new members with very different viewpoints to previous SCs (and I'll be honest, much more aligned with my opinions on things). If the proposal were retabled, I think you'd have a good chance of getting it through. But you need to take a very different approach to the one you are taking. I know this will sound rich coming from me, but you are being too confrontational. Proposing a set of bye laws from outside the SC is confrontational. You should instead ask the SC for a formal vote on whether, in principle, it agrees with the establishment of bye laws splitting governance into two arm's length groups, one appointed, one elected. Start with that first. If they vote approval, then I am very sure that certain members of the SC will self initiate dialogue with all relevant stakeholders to *collaboratively* draw up a set of bye laws. Rather than you writing a set on your own. Those, once agreed, would then need another vote from the SC and legal review by the SFC. This is the process I think you ought to take. Less confrontational, more inclusive of all stakeholders, and let the SC do its job of steering instead of you trying to steer it. I say all of the above as someone with very considerable experience in interacting with the SC over many years. You'll find them usually reasonable *IF* you follow their established processes, which I just described to you above. You also need to accept that changing governance will take considerable personal effort invested over a long period of time. Lots of cats to herd. Niall -- ned Productions Limited Consulting http://www.nedproductions.biz/ http://ie.linkedin.com/in/nialldouglas/