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• officer-permissions

PSF Officer Permissions

This page collects permissions that PSF board has granted to PSF officers.

Officers need to know about these permissions in order to correctly act on behalf of the PSF.

Officer positions

• President: Guido van Rossum
• Chair: Lorena Mesa
• Vice Chairs: Thomas Wouters, Christopher Neugebauer, Marlene Mhangami
• Executive Director: Ewa Jodlowska
• Secretary: Ewa Jodlowska
• Treasurer: Jeff Triplett

• Communications: Katie McLaughlin, Jannis Leidel

• General Counsel: Van Lindberg
• Event Coordinator: Jackie Augustine

• PyCon Chair: Emily Morehouse-Valcarcel

The officer duties of most of these positions are defined in Section 6.2. Duties. of the bylaws.

High-level summary

This is a high level summary of the details mentioned below:

• Each officer can spend up to USD 250 per expense without board approval, subject to prompt reporting to the board and a few other restrictions (see below).

• The secretary can spend up to USD 250 per expense without board approval.

• The secretary can spend up to USD 500 per expense without board approval, subject to prompt reporting to the board and a few other restrictions (see below).

• The treasurer can spend USD 50 per month on computer hosting for the board.

• The treasurer can spend USD 2000 per year on liability insurance.

• The treasurer can spend USD 500 per year on payroll services.

Even though there are some general purpose provisions for expenses mentioned in the bylaws and resolutions, most of them are too fuzzy to be of practical use. As a result, it's better to get board approval for all other expenses.

Permissions granted through the bylaws

• 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 6.6. Compensation. The compensation, if any, of all officers of the corporation shall be fixed by the Board of Directors and may be changed from time to time by a majority vote of the Board of Directors. The fact that an officer is also a director shall not preclude such person from receiving compensation as either a director or officer, nor shall it affect the validity of any resolution by the Board of Directors fixing such compensation. The President shall have authority to fix the salaries, if any, of all employees of the corporation, other than officers elected or appointed by the Board of Directors.

• 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 through board resolutions

• RESOLVED, that the Treasurer is authorized to expend up to $2000 per year for Liability, Property Loss, and Directors and Officers Management Liability insurance. Extended insurance for PyCon is not included in this resolution, as it is part of the yearly PyCon budget. (Approved 6-0-0 by IRC vote, 18 June 2012)

• RESOLVED, that given no specific instructions on who is to sign contracts required to implement projects approved by the Board of Directors, the Chairman of the PSF is authorized to sign such contracts on behalf of the PSF. (Approved 5-0-1 by IRC vote, 26 March 2012)

• RESOLVED, that the Foundation hire Ewa Jodlowska as "PSF Event Coordinator" as an employee and officer of the foundation focused on the continued management and success of PyCon, at a salary agreed to between herself and the board of directors. (Approved 6-0-0 by IRC vote, 26 March 2012)

• RESOLVED, that we create a new officer position "Communications Officer" to oversee the PSF communication between board, members and community. Doug Hellmann is appointed as first PSF Communications Officer. (Approved, 10-0-0, May 2010.)

• RESOLVED, that the board repeals the previously passed resolution of June 12, 2006 which states "until further notice, the Officers 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."

• RESOLVED, that until further notice, the Officers of the Corporation may spend up to USD 250 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.

• RESOLVED, that until further notice, the Secretary of the Corporation may spend up to USD 250 per expense without prior Board approval, for expenses needed to undertake its duties as outlined in the bylaws, and 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.

• RESOLVED, that the PyCon Chairman is authorized to obligate the PSF under the PyCon 2010 contract (pycon/2010/venue_contract.pdf in PSF CVS), to be held in Atlanta, Georgia. The contract may be changed before signing but any changes must be reported to the PSF board and may not increase the financial obligation assumed by the PSF. (-- Approved by unanimous email vote (1 abstention), January 26, 2009.)

• RESOLVED, that the Treasurer be empowered to enter into an agreement for computer hosting for PSF Board use at a cost not to exceed $50 per month. (-- Approved 8-0-0 by IRC vote, December 8, 2008.)

• RESOLVED, that the Treasurer is authorized to select a payroll processing service for payment of PSF employees with a budget of up to $500 per year. (-- Approved by IRC vote 5-0-0, November 13, 2006.)

• RESOLVED, that until further notice, the Officers 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 by IRC vote 5-0-0, June 12, 2006.)

• RESOLVED, that the board repeals the previously passed resolution of October 8, 2002 which states "until further notice, the Officers of the Board can spend up to USD 500 per expense without prior board approval, but subject to prompt reporting to the Board." (-- Approved by IRC vote 5-0-0, June 12, 2006.)
• RESOLVED, that the PSF accepts the recommendation of the grants committee to execute the following three projects in 2005:
  1. Brian Zimmer, Moving Jython Forward, US$10,000
  2. Ilya Etingof, implementation of SNMPv3 as a Python library module, US$1,500
  3. Greg Wilson, Software Engineering with Python for Scientists and Engineers, US$27,000 (-- Approved 5-0-1 by IRC vote Dec 14, 2004.)

• RESOLVED, that the treasurer is authorized to pay up to $750 per year for insurance. (-- Approved unanimously by IRC vote August 10, 2004.)

• RESOLVED, that the Foundation establish a Project Management Committee, the Python Conference Committee, responsible for organizing and sponsoring conferences that advance the Foundation's mission. The committee is authorized to incur expenses up to a limit establish by the board for a specific conference. The chairman of the committee shall be Vice President of the Corporation. The initial members of the committee shall be David Ascher, Steve Holden, and Jeremy Hylton. Ascher will be its initial chairman. (-- Approved unanimously by IRC vote Oct 14, 2003.)
• RESOLVED, that the officers can spend PSF funds for the furtherance of the Python Conference, 2003, in an amount not to exceed projected conference revenue by more than US$3000.00. (-- Approved unanimously at the board meeting on March 11, 2003.)

• RESOLVED, that until further notice, the Officers 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 by IRC vote 5-0-0, June 12, 2006)

• RESOLVED, that in connection with discharging their respective duties as officers of the Corporation, including, without limitation, in connection with the maintenance, preparation and filing of books, records, reports and returns, the officers of the Corporation hereby are authorized and directed to procure, in their discretion, such legal, accounting and other professional services and assistance as they may reasonably require in order to properly discharge the duties of said offices, and that the reasonable expenses therefor shall be charged to and paid for by the Corporation. (-- Approved by unanimous written consent on September 14, 2001.)

  In other words: The PSF officers will get reimbursed for reasonable expenses they incurred in conjunction with their work as officers of the PSF.

  Note: Since reasonably require is not a well-defined term, the above reolution doesn't provide much in terms of accurately providing a budget for the given task. As a result, any major expenses will still need board approval.

• RESOLVED, that the officers of the Corporation hereby are authorized and directed to pay and discharge all taxes, fees and other expenses heretofore incurred or hereafter to be incurred as a result of and in connection with the organization of the Corporation, and to reimburse the incorporator, the officers and all other persons for all expenditures heretofore made by them in such connection. (-- Approved by unanimous written consent on September 14, 2001.)

• RESOLVED, that the officers of the Corporation hereby are authorized and directed to procure and maintain the necessary corporate books and records and to open and maintain share transfer records in accordance with the Bylaws of the Corporation and the laws of the State of Delaware, as well as the laws of any other applicable jurisdiction. (-- Approved by unanimous written consent on September 14, 2001.)