Pine,

The way that you are proposing a separation between Cascadia's
board/governance and staff/management is exactly as I think is best. I
support that model entirely.

yours,

On Tue, Jan 13, 2015 at 8:49 AM, Pine W <wiki.p...@gmail.com> wrote:

> Hi Lane,
>
> Actually, there are lots of ways that an organization can structure its
> officers. In Washington, corporations including charities can have only a
> single officer; for example, the Catholic Archdiocese of Seattle is a
> "corporation sole" with a single officer. However, in most charities this
> degree of centralization would be inadvisable. In Washington, if there is
> more than one officer, there is a requirement that the president and the
> secretary be different people. I believe that there are no requirements to
> have vice presidents or treasurers, although many organizations do so when
> there are enough trustworthy people involved to allow for multiple
> officers, especially if the workload is so great that the president and
> secretary can't handle everything by themselves.
>
> I particularly am hoping in Cascadia's case to segregate management from
> governance. It is good practice for the Board to involve itself in
> big-picture decisions, and to leave the day to day management of the
> organization to the president. The president does not need to be a board
> member, for example Lila is not a member of WMF's board. The chair leads
> the board, mostly in a facilitating role; the president is the manager of
> the organization and he/she reports to the board. The president *can* be a
> member of the board, but they don't *need* to be, and since I've already
> proposed paying for some management staff time, it makes sense to me to
> have the president (who might or might not also be the treasurer) be
> someone who is separate from, and reports to, the board.
>
> I hope that makes sense. If not, we can talk more tonight.
>
> Pine
>
> *This is an Encyclopedia* <https://www.wikipedia.org/>
>
>
>
>
>
>
> *One gateway to the wide garden of knowledge, where lies The deep rock of
> our past, in which we must delve The well of our future,The clear water we
> must leave untainted for those who come after us,The fertile earth, in
> which truth may grow in bright places, tended by many hands,And the broad
> fall of sunshine, warming our first steps toward knowing how much we do not
> know.*
>
> *—Catherine Munro*
>
> On Tue, Jan 13, 2015 at 5:31 AM, Lane Rasberry <l...@bluerasberry.com>
> wrote:
>
>> Peaceray,
>>
>> What titles are being imagined here? Confirm if I am correct:
>>
>> The organization has a board. The board has five members. Titles required
>> in Washington are president, vice president, secretary, and treasurer. Any
>> other titles are optional. All people on the board are officers in addition
>> to any other titles they have. The board serves the organization's
>> membership and staff, and people in those groups can have any titles they
>> choose, like "(non-board) president", "director", "program manager",
>> "volunteer", or anything else.
>>
>> I am having trouble understanding "*This might be useful, for example,
>> if the President and Treasurer are not board members and the Board wishes
>> to have them serve on the Audit Committee"* because the board has to
>> have a president and treasurer, right?
>>
>>
>> On Tue, Jan 13, 2015 at 2:17 AM, Raymond Leonard <
>> raymond.f.leonard...@gmail.com> wrote:
>>
>>> Lane / bluerasberry,
>>>
>>> Some of the divergence was due to State of Washington law. Since I know
>>> that Pine has been very busy with family matters, I will take the liberty
>>> of sharing what Pine wrote to me about the changes that he made:
>>>
>>> ***
>>> *I did some online research and made some changes based on that
>>> research. In particular:*
>>>
>>>
>>>    1. *Washington law sets maximum notice of member meetings at 50
>>>    days.*
>>>    2. *Per Washington law, the Corporation "Shall not loan money or
>>>    credit to its officers or directors".*
>>>    3. *I made the section on background checks more extensive,
>>>    including spelling out how background checks for the President and
>>>    Treasurer should be performed.*
>>>    4. *Minors should not serve as voting Board members, but they may
>>>    helpfully contribute to advisory boards and advisory committees. I made
>>>    that explicit in a few places, and I removed the exception that allowed 
>>> the
>>>    Secretary to be a minor.*
>>>    5. *I added a provision allowing for two non-Board members to be
>>>    appointed to the Audit Committee. This might be useful, for example, if 
>>> the
>>>    President and Treasurer are not board members and the Board wishes to 
>>> have
>>>    them serve on the Audit Committee. This provision would also allow for
>>>    people to serve on the Audit Committee who are not interested in serving 
>>> on
>>>    the full Board.*
>>>
>>> ***
>>>
>>> Also, if I recollect our subsequent verbal discussion correctly, other
>>> changes may have been modeled after other Washington non-profits, & there
>>> were some changes to give the board a bit more powerful & the officers a
>>> little bit less powerful. That was one reason that there is a Vice-Chairman
>>> of the Board but not a Vice-President.
>>>
>>> Yours,
>>> Peaceray
>>>
>>> On Mon, Jan 12, 2015 at 4:12 AM, Lane Rasberry <l...@bluerasberry.com>
>>> wrote:
>>>
>>>> Hello,
>>>>
>>>> These proposed by-laws are derived from Wikimedia DC bylaws. I read
>>>> those DC bylaws in the past plus they have been used for some years. I will
>>>> ask where and how these bylaws diverge from those.
>>>>
>>>>
>>>>
>>>> On Mon, Jan 12, 2015 at 3:27 AM, Pine W <wiki.p...@gmail.com> wrote:
>>>>
>>>>> Hi Sage,
>>>>>
>>>>> The board members are noted in the agenda:
>>>>> https://en.wikipedia.org/wiki/Wikipedia:Meetup/Seattle#Monthly_meeting_January_13.2C_2015.2C_6pm_to_10pm
>>>>>
>>>>> Sure, let's have a discussion about  strategic goals. Would you like
>>>>> to add that to the agenda, perhaps above the bylaws agenda item?
>>>>>
>>>>> Pine
>>>>>
>>>>> _______________________________________________
>>>>> Wikimedia-Cascadia mailing list
>>>>> Wikimedia-Cascadia@lists.wikimedia.org
>>>>> https://lists.wikimedia.org/mailman/listinfo/wikimedia-cascadia
>>>>>
>>>>>
>>>>
>>>>
>>>> --
>>>> Lane Rasberry
>>>> user:bluerasberry on Wikipedia
>>>> 206.801.0814
>>>> l...@bluerasberry.com
>>>>
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>>>>
>>>>
>>>
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>>>
>>>
>>
>>
>> --
>> Lane Rasberry
>> user:bluerasberry on Wikipedia
>> 206.801.0814
>> l...@bluerasberry.com
>>
>> _______________________________________________
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>> https://lists.wikimedia.org/mailman/listinfo/wikimedia-cascadia
>>
>>
>
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>
>


-- 
Lane Rasberry
user:bluerasberry on Wikipedia
206.801.0814
l...@bluerasberry.com
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