Executive Committee Terms Of Reference

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This is currently just a proposal, and has not yet been adopted by the Board of Directors.

Summary

The executive committee is delegated by the Board of Directors to supervise OSGeo day to day operations.

Rationale

OSGeo is Delware corporation and meetings of the Board of Directors are subject to a variety of legal requirements with regard to quorum, notice and being conducted by voice that make it difficult sometimes to make decisions promptly and efficiently. The executive committee is intended to streamline most decision making in a manner more in line with normal OSGeo Committee Guidelines and community practice.

Membership

The executive committee has the following voting members:

  • All members of the Board of Directors.
  • The President, Secretary, and Treasurer.
  • The chairs of the Marketing, Incubation, Conference and System Administration committees.
  • Anyone appointed to the committee by the executive committee.

Powers

The executive committee is delegated all decision making powers of the Board of Directors with the exception of anything related to changing the formal Bylaws of the corporation.

Decision Making

The executive committee will make decision in the manner described in Committee Guidelines, with the addition of the super veto described below. Note that this gives the committee chair quite a bit of descretion to decide what decision need more consideration.

Any member of the Board of Directors may also super veto a motion of the executive committee forcing the decision to be referred to a properly convened meeting of the Board of Directors. This is intended as an extreme action if a board member feels that the due process (notice, quorum, etc) of the Board is required for an important decision. Note that normal "-1" vetos should be sufficient to trigger additional discussion and consideration most of the time.

Relationship to the Board of Directors

The executive committee is delegated by the board to make decisions.

The membership, and terms of reference of the Executive Committee must be re-confirmed by the board of directors after each annual board election.

Under normal circumstances this post-election meeting may be the only meeting of the board of directors for the year.

The minutes and documents of the executive committee will be kept on the board of directors wiki page.

The minutes of each meeting will make it clear whether the meeting is a formal board of directors meeting or an executive committee meeting.