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Re: [steering-discuss] Updated draft of the Community Bylaws


Hi,

again, sorry for stepping in so late - it seems that I finally find some 
more time also for this, being rather busy with doing lots of other TDF 
things the last weeks. :-) So, if something has already been discussed, 
just ignore it.

Some other things I noted:

- Sometimes, we are refering to "bye-laws". Shouldn't it be "bylaws"?

- The governance of the Foundation are mentioned to be in legal 
statutes. However, talking of the Board of Directory and a Chairman, 
isn't that some sort of even legally accredited governance? That 
paragraph respective statement might be misleading...

- I don't think it will be important in the near future, but in general, 
members and contributors can not only be unpaid/volunteers, or employed 
by sponsors. They might also be directly employed by TDF or its 
subsidies. I guess we should mention that in the bylaws. If someone 
works for TDF contracted, he or she shouldn't lose the membership 
status. The officers section talks about them as members, but the 
membership paragraph doesn't.

- Can an individual, who personally pays a lot of money, also get the 
sponsor status? I'd say yes, and that should be mentioned in the bylaws, 
effectively either removing the distinction between donors and sponsors, 
or giving them the same privileges. If a billionaire spends a hell lot 
of money for us on a regular basis, he might have earned his place in 
the advisory board. I however see, that this might bear a larger risk 
than if a corporation becomes part.

- Now it gets a bit complicated: Talking about a project being only a 
software development project... does that make sense? How strict do we 
have to read the Bylaws? If someone likes to bring 1.000 DVDs with 
LibreOffice to Africa, I'm happy to support this as a project, even if 
strictly spoken, it is not developing software itself. On the other 
hand, it is at least part of the software development project (like 
marketing and the like), so maybe I'm just too weird here. :-)

- I'd include, for the final version, the next decade manifesto in the 
bylaws. It's easier if the vision is directly embedded in the bylaws, 
rather then just refering to them.

- "Nonetheless" must be "Nontheless" (governance paragraph).

- Board of Directors: Shall we limit the number of deputies per seat to 
one, making it mandatory that one deputy can only be there for one seat? 
At the moment, it's quite openly formulated...

- Is it safe to make four officers on a paid/remunerated basis 
necessary? If we have to hire four people at the beginning, it will be 
quite expensive... I'm not at all against paying people for their work, 
but at least for a transitional phase at the beginning, this might get 
complicated without money.

- I'd make the term of the BoD more clear. "Approximately half the BoD a 
year" is not very transparent. I'd make a fixed period of one or two 
year terms, after which a re-election has to take place. Re-election of 
existing seats is, as previously discussed, allowed infinitely. For the 
very first BoD, we have to - outside of the bylaws - find an agreement 
that half of the BoD steps back after 6 or 12 months, so we can re-elect 
half of the BoD for the next cycles.

- As the BoD can appoint and nominate officers, shall we make clear the 
way how voting goes?

- Instead of "trademark ownership" as BoD duty, we should use 
"management of trademark ownership". Otherwise, it might look like, as 
if the BoD was the TM owner, but actually the foundation is.

- The ESC can be placed under BoD administration, and then the BoD can 
appoint a new ESC. Why "can be placed" - I guess the BoD can always 
appoint a new ESC, without preconditions?

- Under which conditions can seats in the advisory board be 
re-appointed? I guess we should make this more clear.

- I'd say for the BoD and AB, it is "at least" recommended to hold one 
"physical" meeting per year. Legally, it doesn't change anything, as it 
is just a recommendation, but it makes more clear what we want. Personal 
meetings when possible, and virtual ones regularly.

- Regarding the conflict of interest: If we have some day lots of people 
employed directly by the Foundation, shall the conflict of interest rule 
also apply to them, i.e. only a percentage of TDF-employed people are 
eligible to sit in the board? I see pros and cons for that, no dedicated 
opinion right now.

- Is it on purpose that no Officer may be in the board? I see that there 
might occur conflicts of interest, but you can also see it a different 
way: When we have good and engaged people, it would be desirable to have 
them as Officers maybe. Shall they be excluded from decision making just 
because they are an Officer? Okay, maybe I'm too naive here, don't have 
much experience with Foundations and boards. Yes, we should avoid that 
all Officers sit in the board, but generally excluding that? I don't 
know... Imagine we have a pretty good developer, we would like to 
appoint as Development Officer or the like. Shall he really not be 
allowed to be part of the ESC? This means to either chose someone 
"worse" as officer, or someone "worse" for the ESC.

That being said, I doubt we will soon be in a situation to hire lots of 
people, so these concerns are mainly theoretical right now. Anyways, as 
we're talking about our bylaws, I wanted to raise them...

- For clarity, shall we add that members are not paid per se?

- 90 days is rather long for informing about elections. Maybe 45 or 60 
days are enough?

That being said, thanks a lot for the great work, I really like it - 
even if my mail is rather long, no major changes included. :-) And 
again, sorry for stepping in so late!

Florian

-- 
Florian Effenberger <floeff@documentfoundation.org>
Steering Committee and Founding Member of The Document Foundation
Tel: +49 8341 99660880 | Mobile: +49 151 14424108
Skype: floeff | Twitter/Identi.ca: @floeff


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