PSF Director Permissions
This page collects permissions that PSF has granted to PSF directors.
Directors need to know about these permissions in order to correctly act on behalf of the PSF.
High-level summary
This is a high level summary of the details mentioned below:
- Each director can spend up to USD 500 per expense without board approval, subject to prompt reporting to the board.
Even though there may be some general purpose provisions for expenses mentioned in the bylaws and resolutions, it's better to get prior board approval for all other expenses, including travel expenses.
Permissions granted through the bylaws
Section 5.1. Powers. The business and affairs of the corporation shall be managed by or under the direction of the Board of Directors, which may exercise all such powers of the corporation and do all such lawful acts and things, as are not by statute or by the Certificate of Incorporation or by these Bylaws specifically reserved to the members. The Board of Directors shall have the sole power to, among other things, appoint officers of the corporation and determine the budget of the corporation (including the budget of any committee or Working Group).
Section 5.3. Compensation. Members of the Board of Directors shall not be compensated for their duties as directors. Directors may be compensated for service as an officer, functionary, employee or contractor of the Corporation unless otherwise provided in the Certificate of Incorporation.
Section 5.13. Director Conflicts of Interest. No contract or other transaction between the corporation and one or more of its directors or between the corporation and any other corporation, partnership, association or other organization in which one or more of the directors of the corporation are directors or officers or are financially interested, shall be void or voidable solely because of such relationship or interest or solely because such director or directors are present at or participate in the meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such contract or transaction or solely because his or her or their votes are counted for such purpose, if: The material facts as to the director's relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or committee, and the Board of Directors or committee in good faith authorizes, approves or ratifies the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or: The material facts as to their relationship or interest and as to the contract or transaction are disclosed or known to the members entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of such members; or: The contract or transaction is fair as to the corporation at the time it is authorized, approved or ratified by the Board of Directors, a committee of the Board of Directors or the voting members. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such contract or transaction.
Section 5.14. Affiliations of Board Members. A person running for the board must make any affiliation (other than the Foundation) known to the members. If the affiliation of any Board Member changes while serving on the Board of Directors, such new affiliation shall be immediately made known to the membership. For the purposes of this section, a Board Member or prospective Board Member has an affiliation if that person is an employee, officer, or member of the Board of Directors of an entity; or if that person has a significant consulting relationship with an entity; or that person owns at least 1% of the equity or debt, or derivatives thereof, of an entity.
ARTICLE XI. Amendments of the Bylaws. Members may form Working Groups to consider changes to these Bylaws, and may propose such changes to the Board of Directors. However, these Bylaws may be altered, amended or repealed only by action of the Board of Directors or by a majority of the voting members, and new Bylaws may be adopted solely by the Board of Directors or by a majority of the voting members. No alteration, amendment or repeal of these Bylaws shall be effective unless and until the corporation attempts, in good faith, to give notice to the members of the corporation of such alteration, amendment or repeal at least fifteen (15) days prior to the effective date of such alteration, amendment or repeal, which notice may be by electronic means.
Section 13.1. Right to Indemnification. Each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the corporation), by reason of the fact that he or she is or was a director, officer or member of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, shall be entitled to indemnification against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement to the fullest extent now or hereafter permitted by applicable law as long as such person acted in good faith and in a manner that such person reasonably believed to be in or not be opposed to the best interests of the corporation; provided, however, that the corporation shall indemnify any such person seeking indemnity in connection with an action, suit or proceeding (or part thereof) initiated by such person only if such action, suit or proceeding (or part thereof) was authorized by the Board of Directors.
Permissions granted/requirements implied through board resolutions
RESOLVED, that the PSF Board of Directors shall archive and remove from general online access all discussions on the mailing list psf-board-private with the list to be cleared at the election of each new Board. The records shall be privately maintained for legal purposes, however (Approved 5-3-1 by IRC vote, 31 May, 2013.)
RESOLVED, that until further notice, the Directors of the Corporation may spend up to USD 500 per expense without prior Board approval, but subject to prompt reporting to the Board, and consistent with the mission statement and requirements of maintaining our status as a 501(c)3 non-profit. (Approved 8-0-0 by IRC vote, 04 February 2012)
- RESOLVED, that the PSF Board of Directors may adopt binding resolutions between regularly scheduled full-board meetings by email, subject to the following procedures:
- Any Director may make a motion to the Board, using the published Board mailing list address.
- For a motion to pass, a "super-quorum" of 3/4 of the Directors MUST participate in the email vote by stating 'Aye', 'Nay' or 'Abstain' to a proposed motion, with the vote appended to a quoted version of the exact motion proposed. In the case of a Board of 13 Directors, this will require 10 directors to vote by email.
- For a motion to pass, an absolute majority of the whole Board MUST vote 'Aye'. In the case of a Board of 13 Directors, this will require 7 Aye votes.
- Amended to: The proposing Director SHALL set a specific date and time for expiration of a vote. The expiration date/time typically should be at least 72 hours after the motion is proposed and shall not be less than 24 hours after the motion is proposed, and may not extend past the next scheduled Board meeting. Votes are completed once all directors have voted even if this occurs before the expiration of the vote.
- The result of any vote conducted by email SHALL be included in the minutes of the next regularly scheduled Board meeting. (Approved 10-0-0 by IRC vote, 18 April 2011.)
RESOLVED, that subscribers to the psf-board mailing list be officers or directors of the corporation or the corporation counsel. (Approved 5-0-0 at Feb 8, 2005 IRC meeting)