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Re: [steering-discuss] Minor incosistencies in our ByLaws


Hello André,

Le Wed, 09 Mar 2011 15:13:04 +0100,
"Andre Schnabel" <Andre.Schnabel@gmx.net> a écrit :

Hi,

as we are currently preparing the legal documents for the Foundation 
in Germany, we found some minor inconsistencies in the bylaws.

I'd like to ask the Steering Commitee, if we should do some
modifications to our bylwas, so that the meaning is more clear. 

The issues we found are:

1st - definition of BoD deputies

The bylaws only mention that "Each member of the BoD must appoint one
deputy ..." There is no obligation, that a deputy needs to be a
community member. There might be a risk, that BoD votes are
influenced by non-TDF members. I think, we just implicitly meant that
deputies should be TDF members, but did not exlicitly write this.


2nd - "Provisions Concerning Possible Conflicts of Interest"

In this paragraph we list 3 rules to prevent possible conflicts. Each
of the rule is written in a way that it would justify BoD's action if
the rule is not followed. But the sentence "In the event of a
contravention of the above three (3) rules, ..." seems to suggest
that all three rules need to be contravened at the same time to
trigger BoD's action.

I'd guess, we meant that a contravention of any of the rules would
call the BoD to action.


3rd - quorum for "Solemn Address"

There is one sencence which suggests that Addresses *should* be signed
by 30% of active members: "The Solemn Address should ... be
undersigned by thirty per cent (30%) of the Community's active
Members;..." But the second part of this sentence tells, that the MC
"must formally validate that the thirty-per-cent (30%) quorum is
fulfilled."

So - the quorum seems to be mandatory but this is not written in the
first sentence.



All these issues would be quite easy to fix (imho). We just need to
agree ;) (I can write the suggestions after some time of disussion
and then call for a vote.)

regards,

André



I agree that these are inconsistencies and to your analysis, so +1 for
these  minor fixes.

Best,
-- 
Charles-H. Schulz
Membre du Comité exécutif
The Document Foundation.

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