Brion Vibber wrote:
On Jan 24, 2004, at 11:00, Ray Saintonge wrote:
There is also nothing in the by-laws to define
"Board of
Directors". The simple fact that the term was used suggests that it
is at least something different from the Board of Trustees.
Florida statutes section 617.01401, paragraph 2: '"Board of directors"
means the group of persons vested with the management of the affairs
of the corporation irrespective of the name by which such group is
designated, including, but not limited to, managers or trustees.'
I'm not challenging Florida law on this. Rather the point is that if
only one Board exists in an organization, the same name should be used
consistently. Having two separate Boards with different duties is a
real possibility, and the use of both terms lends support to that. I
raised the issue last summer with the suggestion that a Board of
Trustees would be charged with maintaining the focus and integrity of
the project, and insuring that it adheres to a few key principles. The
Board of Trustees in the by-laws seems to do that. A "Board of
Directors" would have broader responsibilities relating to the general
management of the project. The Trustees would have the power to
overrule the Directors on matters that violated key principles.
(Out of curiosity, why aren't we using the
wikilegal-l list? It's
there for a reason; in no small part for future reference via the
archives.)
Speaking only for myself, I find that I already receive enough messages
without subscribing to yet another list.
Ec