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


André,
Thanks for bringing it.

+1 for the modifications

Olivier

Em 09-03-2011 11:13, Andre Schnabel escreveu:
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


--
Olivier Hallot
Founder, Steering Commitee Member - The Document Foundation
Voicing the enterprise
Translation Leader for Brazilian Portuguese

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