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Hey Florian

No worries. I hadn't seen your email yesterday either, I'll also amend
the text this afternoon...



Le Thu, 02 Dec 2010 16:53:43 +0100,
Florian Effenberger <> a écrit :


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!


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