There has been a lot of attention directed at our Bylaws over the last few weeks, and as a result of that conversation, the Board was alerted to a defect in our Bylaws that exposes the Foundation to an unbounded financial liability.
Specifically, Bylaws Article XIII as originally written compels the Python Software Foundation to extend indemnity coverage to individual Members (including our thousands of “Basic Members”) in certain cases, and to advance legal defense expenses to individual Members with surprisingly few restrictions.
Further, the Bylaws compel the Foundation to take out insurance to cover these requirements, however, insurance of this nature is not actually available to 501(c)(3) nonprofit corporations such as the Python Software Foundation to purchase, and thus it is impossible in practice to comply with this requirement.
In the unlikely but not impossible event of the Foundation being called upon to advance such expenses, the potential financial burden would be virtually unlimited, and there would be no recourse to insurance.
As this is an existential threat to the Foundation, the Board has agreed that it must immediately reduce the Foundation’s exposure, and has opted to exercise its ability to amend the Bylaws by a majority vote of the Board directors, rather than by putting it to a vote of the membership, as allowed by Bylaws Article XI.
Acting on legal advice, the full Board has voted unanimously to amend its Bylaws to no longer extend an offer to indemnify, advance legal expenses, or insure Members when they are not serving at the request of the Foundation. The amended Bylaws still allow for indemnification of a much smaller set of individuals acting on behalf of the PSF such as Board Members and officers, which is in line with standard nonprofit governance practices and for which we already hold appropriate insurance.
The full text of the changes can be viewed at https://github.com/python/psf-bylaws/compare/a35a607...298843b
These changes shall become effective on Saturday 10 August 2024, 15 days from the date of this notice.
Any questions about these changes may be sent to psf@python.org. We gladly welcome further suggestions or recommendations for future Bylaws amendments.
Thank you,
The PSF Board of Directors
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