Confusing use of 'officer'

[sebbASF]

www-site/content/foundation/how-it-works/index.md

Line 158 in dc88124

Each PMC includes least one officer of the ASF, who shall be

can be taken to imply that PMC chairs are chosen from a pool of 'officers'.

AIUI, it's the other way round: the person approved as chair is deemed to be an officer for their term as chair.

Also, later on, it says that Officers are appointed by the Board. This is true, but they can also be appointed by the President (and Chair?)

[clr-apache]

Here is the how-it-works on the web site: Each PMC includes least one officer of the ASF, who shall be designated its chair, and may include one or more other members of the ASF. Here is the relevant Bylaws section: Section 6.3. <>Project Management Committees. In addition to the officers of the corporation, the Board of Directors may, by resolution, establish one or more Project Management Committees consisting of at least one officer of the corporation, who shall be designated chair of such committee, and may include one or more other members of the corporation. I'd like to see the Bylaws changed for two reasons: 1. Make it more clear that the chair of a PMC thereby becomes an officer of the ASF... 2. A straightforward reading of the section would imply that PMC members are "members of the corporation". This is not the way we currently appoint PMC members. With that in mind, I'd be in favor or removing the subject paragraph completely, since the following paragraph explains how-it-works very well: The Board appoints the chair of the PMC, who also becomes an officer (Vice President) of the ASF. The chair has primary responsibility to the Board, and has the power to establish rules and procedures for the day to day management of the communities for which the PMC is responsible, including the composition of the PMC itself. See further discussion about the role of the PMC [chair](../dev/pmc.html#chair) and [why chairs are officers](faq.html#why-are-PMC-chairs-officers). Craig

On Aug 3, 2023, at 00:36, sebbASF ***@***.***> wrote: https://github.com/apache/www-site/blob/dc88124bd011be33764f37fa8b4ccd120c8cc562/content/foundation/how-it-works/index.md?plain=1#L158 <https://github.com/apache/www-site/blob/dc88124bd011be33764f37fa8b4ccd120c8cc562/content/foundation/how-it-works/index.md?plain=1#L158> can be taken to imply that PMC chairs are chosen from a pool of 'officers'. AIUI, it's the other way round: the person approved as chair is deemed to be an officer for their term as chair. Also, later on, it says that Officers are appointed by the Board. This is true, but they can also be appointed by the President (and Chair?) — Reply to this email directly, view it on GitHub <#270>, or unsubscribe <https://github.com/notifications/unsubscribe-auth/AD4M6RG5ATT54EKI7EHQJHDXTNIJJANCNFSM6AAAAAA3CK52BA>. You are receiving this because you are subscribed to this thread.

Craig L Russell ***@***.***

[bproffitt]

This feels like a Board issue. Will leave it open, but maybe we should run this past them?

[clr-apache]

I'm planning on writing this up for the members to discuss. If there is consensus, the board can take action. Craig

On Oct 18, 2023, at 06:04, Brian Proffitt ***@***.***> wrote: This feels like a Board issue. Will leave it open, but maybe we should run this past them? — Reply to this email directly, view it on GitHub <#270 (comment)>, or unsubscribe <https://github.com/notifications/unsubscribe-auth/AD4M6RCD3BDT63BJPIFOXOTX77HVJAVCNFSM6AAAAAA3CK52BCVHI2DSMVQWIX3LMV43OSLTON2WKQ3PNVWWK3TUHMYTONRYGQYTAOJZHA>. You are receiving this because you commented.

Craig L Russell ***@***.***

[gstein]

I would not like to see a Bylaws change. Those should be as inviolate and as stable as we can make them. There is usually a way to construct a Resolution which doesn't require a change to the Bylaws.

Note that the President appoints VPs (Officers), and has zero role with regards to PMCs. Historically, the President has asked the Board to create an Office, and then the President appoints a person to fill that Office (and may change the person over time, without recourse to the Board).

[clr-apache]

The issue is the wording of the Bylaws.

Section 6.3. <>Project Management Committees. In addition to the officers of the corporation, the Board of Directors may, by resolution, establish one or more Project Management Committees consisting of at least one officer of the corporation, who shall be designated chair of such committee, and may include one or more other members of the corporation.

Unless I completely misunderstand the plain meaning of "members of the corporation" this does not reflect current practice, which allows anyone to be appointed to be a PMC member, not just "members of the corporation". Do you see it differently? How can the board by resolution contradict the Bylaws? If "may include..." is intended to mean "may include anyone" then what is the purpose of "one or more other members of the corporation"? But this issue is not in the proper forum. It belongs not on the www-site list but on members... Craig

On Oct 18, 2023, at 18:32, Greg Stein ***@***.***> wrote: I would not like to see a Bylaws change. Those should be as inviolate and as stable as we can make them. There is usually a way to construct a Resolution which doesn't require a change to the Bylaws. Note that the President appoints VPs (Officers), and has zero role with regards to PMCs. Historically, the President has asked the Board to create an Office, and then the President appoints a person to fill that Office (and may change the person over time, without recourse to the Board). — Reply to this email directly, view it on GitHub <#270 (comment)>, or unsubscribe <https://github.com/notifications/unsubscribe-auth/AD4M6RENME5MQDEKH7CNIGDYAB7KRAVCNFSM6AAAAAA3CK52BCVHI2DSMVQWIX3LMV43OSLTON2WKQ3PNVWWK3TUHMYTONRZG42DSMBVGM>. You are receiving this because you commented.

Craig L Russell ***@***.***

[gstein]

From Section 6.3:

by resolution

The Board has always done this. This clause is satisfied.

consisting of at least one officer of the corporation

In the resolution, the Board creates the VP position/officer (naming a person from the roster). This clause is satisfied.

who shall be designated chair of such committee

The resolution states the above-created officer is the Chair, satisfying this clause.

and may include one or more other members of the corporation.

The word "may" means zero or more Members. This is always true, so the Section 6.3 is fully-satisfied.

The Bylaws are completely followed, and fully-satisfied. I don't know why the clause about Members is in there, but it doesn't really matter. It is not causing a problem.

[gstein]

To use an example from June 2023 [1]:

  RESOLVED, that the office of "Vice President, Apache Kvrocks" be and
  hereby is created, the person holding such office to serve at the
  direction of the Board of Directors as the chair of the Apache Kvrocks
  Project, and to have primary responsibility for management of the
  projects within the scope of responsibility of the Apache Kvrocks
  Project; and be it further

This part of the resolution creates a (new) Officer, and then names that Officer as the Chair.

Then a later clause:

  NOW, THEREFORE, BE IT FURTHER RESOLVED, that Hulk Lin be appointed to
  the office of Vice President, Apache Kvrocks, to serve in accordance
  with and subject to the direction of the Board of Directors and the
  Bylaws of the Foundation until death, resignation, retirement, removal
  or disqualification, or until a successor is appointed; and be it
  further

This clause appoints somebody from the PMC to fill the role of Office/Chair that was just constructed.

[1] see item 7(D): https://www.apache.org/foundation/records/minutes/2023/board_minutes_2023_06_21.txt

[gstein]

One final point, to sebb's original post:

AIUI, it's the other way round: the person approved as chair is deemed to be an officer for their term as chair.

The Office is constructed at the same time as the PMC is constructed. The person holding that Office is designated as the Chair. Then a person is appointed to that Office.

You'll note in the resolutions that change the Chair of a PMC, that the person is relieved of their Office appointment and another is appointed. That is what truly defines their "term". If the PMC is terminated, the corresponding Office is dismantled entirely.

(the resolutions refer to the "Office"; as shorthand, we refer to "the person who is appointed to that Office" as an Officer; the resolutions are quite precise, however)

[clr-apache]

To my original point, "one or more other members of the corporation" has absolutely no meaning. It might as well be "one or more horse farmers from Texas" with exactly the same effect. But to Sebb's original point, the section on the site does need to be reworked to remove irrelevant and misleading content. Craig

On Oct 18, 2023, at 22:16, Greg Stein ***@***.***> wrote: One final point, to sebb's original post: AIUI, it's the other way round: the person approved as chair is deemed to be an officer for their term as chair. The Office is constructed at the same time as the PMC is constructed. The person holding that Office is designated as the Chair. Then a person is appointed to that Office. You'll note in the resolutions that change the Chair of a PMC, that the person is relieved of their Office appointment and another is appointed. That is what truly defines their "term". If the PMC is terminated, the corresponding Office is dismantled entirely. (the resolutions refer to the "Office"; as shorthand, we refer to "the person who is appointed to that Office" as an Officer; the resolutions are quite precise, however) — Reply to this email directly, view it on GitHub <#270 (comment)>, or unsubscribe <https://github.com/notifications/unsubscribe-auth/AD4M6RCFF5MBYJVP44K3YHDYACZTBAVCNFSM6AAAAAA3CK52BCVHI2DSMVQWIX3LMV43OSLTON2WKQ3PNVWWK3TUHMYTONRZHE4DIOJZGE>. You are receiving this because you commented.

Craig L Russell ***@***.***