[steering-discuss] Community bylaws

Hello all,

please read the first real draft of the Community Bylaws here:
http://wiki.documentfoundation.org/CommunityBylaws

Feel free to comment on our beloved discuss list.

best,

Hi Charles, *

thanks for this profound and important work!

Hello all,

please read the first real draft of the Community Bylaws here:
http://wiki.documentfoundation.org/CommunityBylaws

done :slight_smile:

Feel free to comment on our beloved discuss list.

Do you mean this "steering" discuss list?

Or the general discuss@documentfoundation list?

Sorry if I chose the wrong one...

There are just two short comments I want to post:

1st: *Number of ESC members*

In "Governance" (http://wiki.documentfoundation.org/CommunityBylaws#Governance) it reads:
"Engineering Steering Committee : ... It is composed of 5 members. "

Two headings below (http://wiki.documentfoundation.org/CommunityBylaws#Engineering_Steering_Committee) it reads:
"The Engineering Steering Committee (ESC) is made of developers who are coopted (i.e, there's no need for election and there can be as many members of the ESC as needed). "

So what is the number of ESC members? "5" or "as many as needed"?

2nd: *Financial board*

The bylaws refer to a "financial board" in the "Definitions" (http://wiki.documentfoundation.org/CommunityBylaws#Definitions) under "Foundation":
"The * Document Foundation may have trustees (... all members of the *Financial*, ... and Directors' boards),"

as well as in the ESC paragraph (at least I understand "FB" as such):
"Duties of the ESC is to provide expertise and information to the BoD, the AB, *the FB*, the Chairman,
the Executive Director and any other officer of the Foundation"

I don't think we should establish such a board right from the beginning, the Financial Officier should be enough
- if it will be necessary it can be added later on.

Best regards

Bernhard

Charles-H. Schulz schrieb:

Hello all,

please read the first real draft of the Community Bylaws here:
http://wiki.documentfoundation.org/CommunityBylaws

Feel free to comment on our beloved discuss list.

best,

could you please explain the abbreviations first?

*Part of ESC section:*

"Duties of the ESC is to provide expertise and information to the BoD,
the AB, the FB, the Chairman, the Executive Director and any other
officer of the Foundation."

after that comes the Advisory Board section. so AB could be Advisory Board?

but what does FB mean.

      section: Transparency, conduct of business, confidentiality

"The BoD shall meet preferably meet ..."

could be a meet to much?

Best regards
Karl-Heinz

PS: is there any translation? otherwise only those can conceive and
participate who do understand English (also in this developmental
process of the bylaws)

Hello Karl-Heinz,

Charles-H. Schulz schrieb:
> Hello all,
>
> please read the first real draft of the Community Bylaws here:
> http://wiki.documentfoundation.org/CommunityBylaws
>
> Feel free to comment on our beloved discuss list.
>
> best,
>
>

could you please explain the abbreviations first?

*Part of ESC section:*

"Duties of the ESC is to provide expertise and information to the BoD,
the AB, the FB, the Chairman, the Executive Director and any other
officer of the Foundation."

after that comes the Advisory Board section. so AB could be Advisory
Board?

but what does FB mean.

      section: Transparency, conduct of business, confidentiality

Done, I streamlined the whole points from you and Bernhard...

"The BoD shall meet preferably meet ..."

could be a meet to much?

Sorry? I don't understand your question.

Best regards
Karl-Heinz

PS: is there any translation? otherwise only those can conceive and
participate who do understand English (also in this developmental
process of the bylaws)

No, unfortunately there isn't any, but if needed, volunteers should step
up and translate it, keeping in mind that only the English at the moment
is the sole reference (for semantic reasons only).

Best,

Hi Charles,

Charles-H. Schulz wrote (12-11-10 18:40)

please read the first real draft of the Community Bylaws here:
http://wiki.documentfoundation.org/CommunityBylaws

Feel free to comment on our beloved discuss list.

Thanks for this draft. Looks really really good!

I have a question about the Board of Directors. I see that the draft says all members are chosen every year (from the Community Members) and that one can be member only twice consecutively.
Has been considered that this leads to a situation where each year people have to get used to the tasks, the other board members etc. so that maybe it is a bit inefficient?

One remark wrt the wording:
    time of membership, first dot says "... so that the criteria for merit are not given anymore"
Isn't it that 'criteria are met' ?

Two typing errors:
    two lines higher, bit at the right: two commas;
    Membership application process, fifth dot, "... for a a minimum period "

Regards,
Cor

I need some clarifications. :slight_smile:

***Questions***

1) Quotation from the draft: "The Engineering Steering Committee (ESC) is made of developers who are coopted (i.e, there's no need for election and there can be as many members of the ESC as needed)."

question: *must* these developers be Foundation *members* at the same time too?

possible issue: sponsored developers can be coopted by other developers and their employer can gain more powers/rights other than the seat in the Advisory Board.

possible solution: sponsor's paid developers shouldn't participate in ESC as *single* persons. Contributions in their free time and following cooptation in ESC should be carefully evaluated from BoD or Membership Committee.

2) Quotation from the draft: "Engineering Steering Committee [...] This board is not elected but coopted by developers. There's no limit on the number of members of the ESC."

Question: really no limit of members?! :slight_smile:

possible issue: ESC members may coopt more developers just before the Chairman's election by gaining so a impromptu and really unfair majority in the special college for the Chairmain election's.

possible solution 1: the chairman's election is not done by a special college, but according to a collective vote for each Committee (BoD, ESC and AB), made from their members based on a list of candidates, proposed or not by the committees themselves. There would be only 3 collective votes expressed (quorum of 2 collective votes).

possible solution 2: ESC has a maximum and preventively known number of members. The vote for this committee can be expressed from *members* that have contributed code to the project. This system needs a specification of "code contribution" and "role of sponsor's paid code contribution".

3) Quotations from the draft: "The board of directors appoints the Membership Commitee and can form any other adhoc teams or committees if needed. " and "The Engineering Steering Committee (ESC) [...] oversee the election of the BoD"

Question: can the BoD in some "special" situation really form *any* other committee, ESC included?

possible issue: the BoD declares that some "special" situation is met, then it forms (or dissolves?) the ESC so that a new ESC "helps" the old BoD members during the "overseeing" of the next BoD election.

possible solution: all Foundation members elect an independent committee that guarantees the regularity of the BoD election.

***end of questions***

Furthermore, I think that the bylaws need more attention to *office incompatibilities" and *conflict of interests* for internal members and external sponsors.

Regards,

Hello Cor,

Hi Charles,

Charles-H. Schulz wrote (12-11-10 18:40)
> please read the first real draft of the Community Bylaws here:
> http://wiki.documentfoundation.org/CommunityBylaws
>
> Feel free to comment on our beloved discuss list.

Thanks for this draft. Looks really really good!

I have a question about the Board of Directors. I see that the draft
says all members are chosen every year (from the Community Members)
and that one can be member only twice consecutively.
Has been considered that this leads to a situation where each year
people have to get used to the tasks, the other board members etc. so
that maybe it is a bit inefficient?

Well, that is a good question. My personal take was at first for a 2
years mandate. Then some others thought that 6 months would be good. I
sliced the apple into two :slight_smile:

One remark wrt the wording:
    time of membership, first dot says "... so that the criteria for
merit are not given anymore"
Isn't it that 'criteria are met' ?

yes, am correcting it now.

Two typing errors:
    two lines higher, bit at the right: two commas;
    Membership application process, fifth dot, "... for a a minimum
period "

thanks,

Charles.

Hi Charles-H.,

Charles-H. Schulz schrieb:

Hello Karl-Heinz,
  

"The BoD shall meet preferably meet ..."

could be a meet to much?
    
Sorry? I don't understand your question.
  

In the section "Transparency, ..." there in the second paragraph(?)
second sentence:

"BoD shall _meet_ preferably _meet_ each week ..."

I wanted to ask if the word meet is double.

Sorry for irritating.
Karl-Heinz

Hello Gianluca,

> please read the first real draft of the Community Bylaws here:
> http://wiki.documentfoundation.org/CommunityBylaws

I need some clarifications. :slight_smile:

***Questions***

1) Quotation from the draft: "The Engineering Steering Committee
(ESC) is made of developers who are coopted (i.e, there's no need for
election and there can be as many members of the ESC as needed)."

question: *must* these developers be Foundation *members* at the same
time too?

Your question is giving me the opportunity to clarify something which
is in the bylaws but it needs to be clearly written:
the foundation itself (the legal entity) will not/shall not have
members per se. Looking at the legal regime of foundations in France
and elsewhere, you need founders, but pretty much nothing else aside
money. So the Foundation will have donators, or even sponsors (above a
certain level of donations sponsors get one seat at the AB), the
Foundation organizes software development project(s) that have members
who are also "contributors to the Foundation". But the only "members"
of the Foundation are in fact the elected members of the BoD, and the
Foundation employees are employees and have a role inside the legal
entity, but are only employees.

I was surprised to discover that from a purely legal point of view (but
hey, I only have some primal law degree) the legal regimes of
foundations in Europe stress on donations, on accountability, etc. But
members are not a mandatory part. And I feel having two levels of
members, that is, one level to the project and another one to the
foundation creates a quite unfair and -as you often pointed out in a
recent past- a certain danger. The way it works , then, is that people
contribute to the TDF projects, their membership application gets
reviewed and granted, they get to vote to elect, among other things,
the BoD whose members are people just like them.

possible issue: sponsored developers can be coopted by other
developers and their employer can gain more powers/rights other than
the seat in the Advisory Board.

Yes it is a risk, but then there is also social pressure, that works in
two ways. What would you suggest ?

possible solution: sponsor's paid developers shouldn't participate in
ESC as *single* persons. Contributions in their free time and
following cooptation in ESC should be carefully evaluated from BoD or
Membership Committee.

Hmm, I think it's a bit unfair to segregate corporate developers. On
the other hand, what I can propose would not apply to the ESC but to
the BoD: we can put a limit to members who are employees by the same
corporations to three persons max.

2) Quotation from the draft: "Engineering Steering Committee [...]
This board is not elected but coopted by developers. There's no limit
on the number of members of the ESC."

Question: really no limit of members?! :slight_smile:

:slight_smile: yes. I don't expect the ESC to inflate to 24 members, if that's what
you're afraid of, but I'd rather see the ESC being one year at 5
persons and another year at 8 (no limit means; "we're technical people
debating technical topics, if we need someone else we'll bring him/her
in).

possible issue: ESC members may coopt more developers just before the
Chairman's election by gaining so a impromptu and really unfair
majority in the special college for the Chairmain election's.

possible solution 1: the chairman's election is not done by a special
college, but according to a collective vote for each Committee (BoD,
ESC and AB), made from their members based on a list of candidates,
proposed or not by the committees themselves. There would be only 3
collective votes expressed (quorum of 2 collective votes).

possible solution 2: ESC has a maximum and preventively known number
of members. The vote for this committee can be expressed from
*members* that have contributed code to the project. This system
needs a specification of "code contribution" and "role of sponsor's
paid code contribution".

I'd go for the number 1 solution which I like, if others agree.

3) Quotations from the draft: "The board of directors appoints the
Membership Commitee and can form any other adhoc teams or committees
if needed. " and "The Engineering Steering Committee (ESC) [...]
oversee the election of the BoD"

Question: can the BoD in some "special" situation really form *any*
other committee, ESC included?

No. ESC is statutory. Two things though:
there's only one class of members; and the ESC is not our ennemy :slight_smile:
Regarding the special situation what I would see in this case is that
the BoD is in fact in charge of two things: it's the legislative power
of the community, but it is also the "board" of the foundation. Special
powers would thus exist in a setting where the BoD acts as the board of
the foundation.

possible issue: the BoD declares that some "special" situation is
met, then it forms (or dissolves?) the ESC so that a new ESC "helps"
the old BoD members during the "overseeing" of the next BoD election.

No. Again, the ESC is not the source of issues: it's a technical
meeting place. What we would like to see -at least the members of the
SC as a majority- is a community where we don't necessarily antagonize
different members. We want a meritocratic community; and contributions
are the base of this. The BoD does not have to be hostile to the ESC,
etc. And if a corporation tries to take control of the project it will
always be possible. I'm not naive as to ignore that we are creating a
governance that will generate its own politics. But the base has to be
healthy: 1) contributors get to run the show 2) the BoD is in charge
for pretty much any important matter 3) there's a small team of
employees ensuring business continuity and execution with contributors
3) sponsors get to express themselves through the AB 4) we are
meritocratic and independent 5) no system is perfect, but for Free
Software it starts with people doing something, thus back to 1)

possible solution: all Foundation members elect an independent
committee that guarantees the regularity of the BoD election.

***end of questions***

Furthermore, I think that the bylaws need more attention to *office
incompatibilities" and *conflict of interests* for internal members
and external sponsors.

I think you raise a good point. I'd like to suggest the provision of
the three employees of the same company at the BoD that I mentioned
above, and that the main (4) officiers of the Foundation are not being
employed by any sponsor but by the Foundation. What do you think?

Best,
Charles.

Hi, :slight_smile:

Could i have permission to proofread the draft community bye-laws
purely from a grammatical and punctuation viewpoint, and make the
necessary corrections, so as to eliminate these little things from
your debate, so that people can be discussing just the real meat of
the matter?

David Nelson

1) Quotation from the draft: "The Engineering Steering Committee
(ESC) is made of developers who are coopted (i.e, there's no need
for election and there can be as many members of the ESC as
needed)."

question: *must* these developers be Foundation *members* at the
same time too?

Your question is giving me the opportunity to clarify something
which is in the bylaws but it needs to be clearly written: the
foundation itself (the legal entity) will not/shall not have members
per se.

OK. It works like in Italy.

So, we're now *formally* speaking about a real Foundation, not an
"Association" with members.

Therefore, if I'm not wrong, there is a whole part of the bylaws that is
"informal" (membership, board election, ...), this is to say it is not legally enforceable in a country like France or Italy. Or it is partially enforceable only.

That's just fine, IMO, as far as the (individual) "members" exactly know what their *real*, legally enforceable rights are. In a sentence: where the Foundation ends and the Community begins.

Corporations and administrations understand this kind of stuff better than individual persons. :wink:

possible issue: sponsored developers can be coopted by other
developers and their employer can gain more powers/rights other
than the seat in the Advisory Board.

Yes it is a risk, but then there is also social pressure, that works
in two ways. What would you suggest ?

A balance of powers. :slight_smile:

This is to say: both BoD and ESC with a fixed number of members should be elected from "members" and "members-developers" and a maximum % of those seats reserved to main sponsors. AB with its advisory role remains for *all* sponsors.

So corporations and governments would have a direct role in both the political and technical bodies without a predominance of anybody.

possible solution: sponsor's paid developers shouldn't participate
in ESC as *single* persons. Contributions in their free time and
following cooptation in ESC should be carefully evaluated from BoD
or Membership Committee.

Hmm, I think it's a bit unfair to segregate corporate developers.

It isn't a question of unfairness, but of realism.

The ESC is not elected, in its current form, it works with a system based on cooptation.

Let's say corporation X and government Y gain enough members to control the ESC. Economically speaking, they can form a cartel and exclude any other corporation/government/person from the TDF technical committee. No enlargement of the ESC would prevent such situation, because no enlargement would be permitted at all by the dominant members.

Just like Oracle with OOo.

Maybe, it would be a "special" condition in which the BoD should directly act...

[...]

possible solution 2: ESC has a maximum and preventively known
number of members. The vote for this committee can be expressed
from *members* that have contributed code to the project. This
system needs a specification of "code contribution" and "role of
sponsor's paid code contribution".

I'd go for the number 1 solution which I like, if others agree.

I'd prefer #2, but, ehi, #1 it isn't so bad. :slight_smile:

No. Again, the ESC is not the source of issues: it's a technical
meeting place.

Please, don't get me wrong, I've nothing against ESC or developers.

However, the ESC isn't simply a technical meeting place. In a software project, devs do *the* work, so they have the real power.

ESC would be the *statutory* peak of such power.

Since ESC members can be BoD members too (and I suppose at the beginning this will be rather common), there would be really a lot of power concentrated in few persons, inside the Foundation.

I'd like to see that nobody can take the control of the project simply dominating one committee (BoD or ESC). And ESC, IMO, with its unknown number of members and cooptation, is more likely open to external and uncontrolled bid for power.

I think you raise a good point. I'd like to suggest the provision of
the three employees of the same company at the BoD that I mentioned
above, and that the main (4) officiers of the Foundation are not
being employed by any sponsor but by the Foundation. What do you
think?

Good suggestions, though I'd like a fixed number of ESC members too.

Regards,

Hi, :slight_smile:

Could i have permission to proofread the draft community bye-laws
purely from a grammatical and punctuation viewpoint, and make the
necessary corrections, so as to eliminate these little things from
your debate, so that people can be discussing just the real meat of
the matter?

Oh please do! :slight_smile:

thank you,

Charles.

Hi Charles-H.,

... or Karl-... Heinz :slight_smile: (that's also my german version)

Charles-H. Schulz schrieb:
> Hello Karl-Heinz,
>
>> "The BoD shall meet preferably meet ..."
>>
>> could be a meet to much?
>>
>
> Sorry? I don't understand your question.
>
In the section "Transparency, ..." there in the second paragraph(?)
second sentence:

"BoD shall _meet_ preferably _meet_ each week ..."

I wanted to ask if the word meet is double.

Sorry for irritating.

No irritation at all! I see your point and yes, there's a doubling.

best,
Charles.

Hi, :slight_smile:

Oh please do! :slight_smile:

thank you,

Charles.

Great, I'll do it now. :slight_smile:

David Nelson

Hi, :slight_smile:

Hi, :slight_smile:

Could i have permission to proofread the draft community bye-laws
purely from a grammatical and punctuation viewpoint, and make the
necessary corrections, so as to eliminate these little things from
your debate, so that people can be discussing just the real meat of
the matter?

Oh please do! :slight_smile:

thank you,

Charles.

OK, I finished reviewing. In the end, I rewrote quite extensively, but
without changing the original meanings of sentences. There is one
sentence that requires checking, but its marked REVIEWER'S NOTE. I
think readers will find it clearer, so maybe fewer questions...

I'm going to have a last look after a few hours sleep.

HTH. :wink:

http://wiki.documentfoundation.org/index.php?title=CommunityBylaws

David Nelson

David,

thank you very much for this! It looks good to me, and your reviewers'
note is also on the point, please leave the sentence as you translated
it.

best,
Charles.

Hello Gianluca,

>> 1) Quotation from the draft: "The Engineering Steering Committee
>> (ESC) is made of developers who are coopted (i.e, there's no need
>> for election and there can be as many members of the ESC as
>> needed)."
>>
>> question: *must* these developers be Foundation *members* at the
>> same time too?
>
> Your question is giving me the opportunity to clarify something
> which is in the bylaws but it needs to be clearly written: the
> foundation itself (the legal entity) will not/shall not have members
> per se.

OK. It works like in Italy.

So, we're now *formally* speaking about a real Foundation, not an
"Association" with members.

Yes. Although this notion fades away as soon as you're into an
Anglo-Saxon context. But so far, we intend to have a real foundation,
if we can't, we'll still keep the "formal setting" and concept of a
foundation.

Therefore, if I'm not wrong, there is a whole part of the bylaws that
is "informal" (membership, board election, ...), this is to say it is
not legally enforceable in a country like France or Italy. Or it is
partially enforceable only.

Yes, and this is why we named them "community bylaws" and not a
"Foundation bylaws" or "statutes". So this document is what we do on a
daily basis, not an establishment of an entity. But we do intend to
follow these bylaws, as they will be the one ruling how we work and
collaborate.

That's just fine, IMO, as far as the (individual) "members" exactly
know what their *real*, legally enforceable rights are. In a
sentence: where the Foundation ends and the Community begins.

Yes.

Corporations and administrations understand this kind of stuff better
than individual persons. :wink:

>> possible issue: sponsored developers can be coopted by other
>> developers and their employer can gain more powers/rights other
>> than the seat in the Advisory Board.
>
> Yes it is a risk, but then there is also social pressure, that works
> in two ways. What would you suggest ?

A balance of powers. :slight_smile:

This is to say: both BoD and ESC with a fixed number of members
should be elected from "members" and "members-developers" and a
maximum % of those seats reserved to main sponsors. AB with its
advisory role remains for *all* sponsors.

Well, I don't wish to discriminate that much; see my proposed provision
for the three members of the BoD as being employees of the same
company. As for the ESC, I do believe that (aside the solution
discussed for the Chairman's election) we should thus have either a
limit on its members with equal or similar provision put on the number
of employees of a same corporation, and a specific number of members
(we can have a variation and a ratio if needed).

best;

Hi Charles, :slight_smile:

David,

thank you very much for this! It looks good to me, and your reviewers'
note is also on the point, please leave the sentence as you translated
it.

best,
Charles.

OK, cool, removed the note. :slight_smile:
It was a pleasure. Feel free to feed me more. :slight_smile:

David Nelson

Hi,

sorry for stepping in late.

Thanks for this draft. Looks really really good!

+1 !

I have a question about the Board of Directors. I see that the draft says
all members are chosen every year (from the Community Members) and that one
can be member only twice consecutively.
Has been considered that this leads to a situation where each year people
have to get used to the tasks, the other board members etc. so that maybe it
is a bit inefficient?

In this point I'm with Cor.
The duties of the BOD as written in
http://wiki.documentfoundation.org/CommunityBylaws#Board_of_Directors
are of high importance for the development of the whole project and
therefore long-term-orientated. They will be the premium contact for
other projects, authorities, commercial contributors etc.
I would recommend to drop the re-election limit in favor for a
continous work of the BOD.

Thx for considering

Volker

Charles-H. Schulz wrote:

> possible solution: sponsor's paid developers shouldn't participate in
> ESC as *single* persons. Contributions in their free time and
> following cooptation in ESC should be carefully evaluated from BoD or
> Membership Committee.

Hmm, I think it's a bit unfair to segregate corporate developers. On
the other hand, what I can propose would not apply to the ESC but to
the BoD: we can put a limit to members who are employees by the same
corporations to three persons max.

Hi Charles, all,

yes, that would be good I guess. The exact number is I guess not too
important, maybe have verbiage like "not more than 40% of the board"
or something in place. It may also be helpful to further specify
affiliation with a corporation - e.g. there may be other ways than
employment, that influences decisions, like vested interest,
significant business relationships / partnership etc.

(see e.g. Gnome foundation bylaws, article VIII, section 2)

Regarding the valid concerns about limiting director terms vs.
keeping capable people / having a working board most of the time:
what about staggering votes, like only elect 1/2 of the board each
time? That way, existing board members can onboard newcomers, and
there's no interruption / hand-over times. Other than that, I *do*
believe limiting the time a person can serve is beneficial, since it
makes sure fresh blood comes in.

Regarding membership status, I kinda favour the opt-in approach -
i.e. members that want to stay *have* to re-apply each year. Of
course, re-application will be a formality most of the time (thus
hopefully not contributing much to the load of the membership
committee), but it will automagically limit members to people with
active interest (and active email addresses ;)).

Cheers,

-- Thorsten