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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