[steering-discuss] proposed bylaws changes

Hi,

When you've made your edits, can I have permission to proofread and
make minor grammar/spelling corrections?

Sure :slight_smile:

Charles.

On Thu, Jun 9, 2011 at 12:28, Charles-H. Schulz
<charles.schulz@documentfoundation.org> >> When you've made your
edits, can I have permission to proofread and

make minor grammar/spelling corrections?

Sure :slight_smile:

Charles.

Cool. I'll watch this thread and write back before starting work and
after finishing work. :slight_smile:

Hi Florian

+1 for the 4 changes.

Regards,
Olivier

I had anticipated that since the STV election process produces an
ordered list - we would just select the next person in line from the
list in cases of death / promotion to executive positions etc.

  Do you have a proposed patch making that clearer ?

  HTH,

    Michael.

Ho hum; I'm personally averse to widespread small changes - they tend
not to get the level of review that is required, and we were IMHO very
badly burned by the level of un-reviewed change before the bylaws were
frozen; that then required extensive expenditure of time (that is still
ongoing) to get them into better shape.

  Personally, I'd like to see all such changes posted here for some
sanity checking first along with some justification. We have code review
during code freezes, even more so legalese review.

  HTH,

    Michael.

Michael Meeks wrote:

> Can we add some clarification for the case if AB wants to replace their
> representative mid way of his/her tenure ?

  I had anticipated that since the STV election process produces an
ordered list - we would just select the next person in line from the
list in cases of death / promotion to executive positions etc.

I understand Varun's question to refer to the advisory board - for
that, I'd personally not have any issue with having a sponsoring
entity exchange their member - it should be at their discretion?

For the board, I agree with you - just pick the next from the STV
rank order.

For the changes proposed by Florian: +1

Cheers,

-- Thorsten

Hi Michael,

Ho hum; I'm personally averse to widespread small changes - they tend
not to get the level of review that is required, and we were IMHO very
badly burned by the level of un-reviewed change before the bylaws were
frozen; that then required extensive expenditure of time (that is still
ongoing) to get them into better shape.

Personally, I'd like to see all such changes posted here for some
sanity checking first along with some justification. We have code review
during code freezes, even more so legalese review.

I recall that "people" were requested to read the bylaws properly
before voting on the original draft... :stuck_out_tongue:

I would only make strictly *spelling and grammatical* corrections,
nothing more. Do I have an OK for that?

Michael Meeks wrote:

  Personally, I'd like to see all such changes posted here for some
sanity checking first along with some justification. We have code review
during code freezes, even more so legalese review.

I agree - David, assuming the previously proposed changes are ok -
any further grammar/spelling mistakes in the existing text you'd
want to have fixed?

Cheers,

-- Thorsten

________________________________
From: Florian Effenberger <floeff@documentfoundation.org>
To: steering-discuss@documentfoundation.org
Sent: Thu, 9 June, 2011 9:17:13
Subject: [steering-discuss] proposed bylaws changes

Hello,

as we are moving forward with legally setting up the foundation, and
translate/adapt the bylaws into German, we noticed that some tweaks and
simplifications are required - in general we feel the shorter these documents
are, the better it is for understanding.

Proposed change #1:
-------------------

We should replace the words "moral commitment" (which are rather off-putting to
many with a stark view of their integrity and morals) with something softer:

from:
Every membership applicant must have been active for at least three (3) months,
and should make a moral commitment to at least six (6) months activity (not
counting the first three (3) months of fulfillment of qualification).

to:
Every membership applicant must have been active for at least three (3) months,
and should make a best effort commitment to continuing their activity for a
further six (6) months.

Which I hope captures the spirit, without invoking things that cannot be
predicted.

Proposed change #2:
-------------------

Then a separate set of changes & cleanups around the Advisory Board:

* The /Donor/ definition is not referenced outside of the /Sponsor/ definition,
and so should be collapsed into there.
* The /Sponsor/ definition is referenced in a redundant, non-normative way by
the Members/Contributors definition and should be removed.

from:
The Community's Members are people who contribute their time, efforts and skills
independently (individual persons contributing on either a paid or unpaid
basis), or who may work for Sponsors (refer to definition of Sponsors).

to:
The Community's Members are individuals who contribute their time, efforts and
skills whether on a paid or voluntary basis.

Proposed change #3:
-------------------

* Remove the Sponsors section. This is now only referred to in the Advisory
Board definition and sections, and as such can be expanded there.

* Expand the Advisory Board definition.

from:
The Advisory Board represents the Foundation's Sponsors. Each Sponsor is
entitled to appoint one representative. For more information, see Advisory Board
under Governance.

to:
The Advisory Board provides a forum for organisations that provide a substantial
minimum level of financial, or other support as determined by the BoD to meet
with the BoD and provide advice. For more information, see Advisory Board under
Governance.

Proposed change #4:
-------------------

* Re-work the Advisory Board section:

from:
The Advisory Board [AB] is staffed by Sponsors' representatives (refer to
definition of Sponsors). Each Sponsor can have no more than one representative
on the Advisory Board. Each Sponsor's representative is appointed for a term of
one (1) year, but can be re-appointed for a further year in office at the end of
each term.
The AB's primary function is to represent The Document Foundation's Sponsors,
and to provide the Board of Directors with advice, guidance and proposals.

to:
The Advisory Board [AB] is staffed, at the BoD's discretion by organisations
that have made a substantial contribution to The Document Foundation. Each
organisation appointing a single representative to the Advisory Board based on a
yearly fee to be determined by the BoD.
The AB's primary function is to represent these organisations by providing the
BoD with advice, guidance and proposals.

Thoughts?

Florian

Hi :slight_smile:
+1
I'm not a member or anything so my opinion doesn't count but i especially liked
point 2. Point 1 is not perfect grammar but probably translates well. The rest
of the points are great too but 2 is my favourite.
Regards from
Tom :slight_smile:

That was not possible at a time of extreme workload, when so much
changed so quickly right before approval and then was blessed as
'gospel' :slight_smile:

  ATB,

    Michael.

________________________________
From: David Nelson <commerce@traduction.biz>
To: steering-discuss@documentfoundation.org
Sent: Thu, 9 June, 2011 11:24:02
Subject: Re: [steering-discuss] proposed bylaws changes

Hi Michael,

On Thu, Jun 9, 2011 at 13:15, Michael Meeks <michael.meeks@novell.com> wrote:

       Ho hum; I'm personally averse to widespread small changes - they tend
not to get the level of review that is required, and we were IMHO very
badly burned by the level of un-reviewed change before the bylaws were
frozen; that then required extensive expenditure of time (that is still
ongoing) to get them into better shape.

       Personally, I'd like to see all such changes posted here for some
sanity checking first along with some justification. We have code review
during code freezes, even more so legalese review.

I recall that "people" were requested to read the bylaws properly
before voting on the original draft... :stuck_out_tongue:

I would only make strictly *spelling and grammatical* corrections,
nothing more. Do I have an OK for that?

David Nelson

Hi :slight_smile:
I think it is a good idea to do a spelling and grammar check although i suspect
that Florian has probably already flagged up the only 4 issues. It would be
good for a native En-Us speaker to double-check jic. Given that registration
will be done in Germany it is more important to get the German translation
reasonably perfect rather than the En-Us version.

Alfresco seem to be a great place for storing documents in a way that allows
people to reviews and create a "working notes file" so that when a particular
document/rule/guideline/policy is scheduled for review the changes could be
discussed and possibly added (if agreed).

Regards from
Tom :slight_smile:

Hi David,

I recall that "people" were requested to read the bylaws properly
before voting on the original draft...:stuck_out_tongue:

I would only make strictly*spelling and grammatical* corrections,
nothing more. Do I have an OK for that?

thanks for the offer!

The problem is a legal one: The current German translation is based on the bylaws, and the more we change, the more work it is. However, if it is solely about spelling and grammar, I am of course happy to hear your changes, that would indeed be much appreciated.

I ask you to *not* do them in the wiki, but rather send me an ODT with tracking changes offlist, so I can review and incorporate them, at the same time translating into German for our lawyer. I cannot promise all changes can make it into the edited bylaws, but let's see.

Would that be an option?

Thanks,
Florian

Hi,

+1 for all of the proposed changes.

regards,

André

Hi Florian,

Hello,

as we are moving forward with legally setting up the foundation, and
translate/adapt the bylaws into German, we noticed that some tweaks and
simplifications are required - in general we feel the shorter these
documents are, the better it is for understanding.

Proposed change #1:
-------------------

We should replace the words "moral commitment" (which are rather off-putting
to many with a stark view of their integrity and morals) with something
softer:

from:
Every membership applicant must have been active for at least three (3)
months, and should make a moral commitment to at least six (6) months
activity (not counting the first three (3) months of fulfillment of
qualification).

to:
Every membership applicant must have been active for at least three (3)
months, and should make a best effort commitment to continuing their
activity for a further six (6) months.

Which I hope captures the spirit, without invoking things that cannot be
predicted.

"best-effort"

Proposed change #2:
-------------------

Then a separate set of changes & cleanups around the Advisory Board:

* The /Donor/ definition is not referenced outside of the /Sponsor/
definition, and so should be collapsed into there.
* The /Sponsor/ definition is referenced in a redundant, non-normative way
by the Members/Contributors definition and should be removed.

from:
The Community's Members are people who contribute their time, efforts and
skills independently (individual persons contributing on either a paid or
unpaid basis), or who may work for Sponsors (refer to definition of
Sponsors).

to:
The Community's Members are individuals who contribute their time, efforts
and skills whether on a paid or voluntary basis.

"and skills, whether on a paid or voluntary basis."

(Just adds a comma.)

Proposed change #3:
-------------------

* Remove the Sponsors section. This is now only referred to in the Advisory
Board definition and sections, and as such can be expanded there.

* Expand the Advisory Board definition.

from:
The Advisory Board represents the Foundation's Sponsors. Each Sponsor is
entitled to appoint one representative. For more information, see Advisory
Board under Governance.

to:
The Advisory Board provides a forum for organisations that provide a
substantial minimum level of financial, or other support as determined by
the BoD to meet with the BoD and provide advice. For more information, see
Advisory Board under Governance.

"organizations"

(US spelling, like everywhere else in the bylaws.)

"minimum level of financial or other support, as determined by

the BoD, to meet with the BoD and provide advice."

(Minor punctuation changes.)

Proposed change #4:
-------------------

* Re-work the Advisory Board section:

from:
The Advisory Board [AB] is staffed by Sponsors' representatives (refer to
definition of Sponsors). Each Sponsor can have no more than one
representative on the Advisory Board. Each Sponsor's representative is
appointed for a term of one (1) year, but can be re-appointed for a further
year in office at the end of each term.
The AB's primary function is to represent The Document Foundation's
Sponsors, and to provide the Board of Directors with advice, guidance and
proposals.

to:
The Advisory Board [AB] is staffed, at the BoD's discretion by organisations
that have  made a substantial contribution to The Document Foundation. Each
organisation appointing a single representative to the Advisory Board based
on a yearly fee to be determined by the BoD.
The AB's primary function is to represent these organisations by providing
the BoD with advice, guidance and proposals.

"organization" / "organizations"

(US spelling.)

That's it... pretty painless, no? :stuck_out_tongue_winking_eye:

I've proofread the rest of the bylaws in the past so many times I
don't think there are any / many spelling / grammar errors in them.

Otherwise, I was only going to add a clause about transferring TDF's
funds into my personal bank account every 6 months...

________________________________
From: David Nelson <commerce@traduction.biz>
To: steering-discuss@documentfoundation.org
Cc: steering-discuss@global.documentfoundation.org
Sent: Thu, 9 June, 2011 20:22:51
Subject: Re: [steering-discuss] proposed bylaws changes

Hi Florian,

On Thu, Jun 9, 2011 at 11:17, Florian Effenberger
<floeff@documentfoundation.org> wrote:

Hello,

as we are moving forward with legally setting up the foundation, and
translate/adapt the bylaws into German, we noticed that some tweaks and
simplifications are required - in general we feel the shorter these
documents are, the better it is for understanding.

Proposed change #1:
-------------------

We should replace the words "moral commitment" (which are rather off-putting
to many with a stark view of their integrity and morals) with something
softer:

from:
Every membership applicant must have been active for at least three (3)
months, and should make a moral commitment to at least six (6) months
activity (not counting the first three (3) months of fulfillment of
qualification).

to:
Every membership applicant must have been active for at least three (3)
months, and should make a best effort commitment to continuing their
activity for a further six (6) months.

Which I hope captures the spirit, without invoking things that cannot be
predicted.

"best-effort"

Proposed change #2:
-------------------

Then a separate set of changes & cleanups around the Advisory Board:

* The /Donor/ definition is not referenced outside of the /Sponsor/
definition, and so should be collapsed into there.
* The /Sponsor/ definition is referenced in a redundant, non-normative way
by the Members/Contributors definition and should be removed.

from:
The Community's Members are people who contribute their time, efforts and
skills independently (individual persons contributing on either a paid or
unpaid basis), or who may work for Sponsors (refer to definition of
Sponsors).

to:
The Community's Members are individuals who contribute their time, efforts
and skills whether on a paid or voluntary basis.

"and skills, whether on a paid or voluntary basis."

(Just adds a comma.)

Proposed change #3:
-------------------

* Remove the Sponsors section. This is now only referred to in the Advisory
Board definition and sections, and as such can be expanded there.

* Expand the Advisory Board definition.

from:
The Advisory Board represents the Foundation's Sponsors. Each Sponsor is
entitled to appoint one representative. For more information, see Advisory
Board under Governance.

to:
The Advisory Board provides a forum for organisations that provide a
substantial minimum level of financial, or other support as determined by
the BoD to meet with the BoD and provide advice. For more information, see
Advisory Board under Governance.

"organizations"

(US spelling, like everywhere else in the bylaws.)

"minimum level of financial or other support, as determined by

the BoD, to meet with the BoD and provide advice."

(Minor punctuation changes.)

Proposed change #4:
-------------------

* Re-work the Advisory Board section:

from:
The Advisory Board [AB] is staffed by Sponsors' representatives (refer to
definition of Sponsors). Each Sponsor can have no more than one
representative on the Advisory Board. Each Sponsor's representative is
appointed for a term of one (1) year, but can be re-appointed for a further
year in office at the end of each term.
The AB's primary function is to represent The Document Foundation's
Sponsors, and to provide the Board of Directors with advice, guidance and
proposals.

to:
The Advisory Board [AB] is staffed, at the BoD's discretion by organisations
that have made a substantial contribution to The Document Foundation. Each
organisation appointing a single representative to the Advisory Board based
on a yearly fee to be determined by the BoD.
The AB's primary function is to represent these organisations by providing
the BoD with advice, guidance and proposals.

"organization" / "organizations"

(US spelling.)

That's it... pretty painless, no? :stuck_out_tongue_winking_eye:

I've proofread the rest of the bylaws in the past so many times I
don't think there are any / many spelling / grammar errors in them.

Otherwise, I was only going to add a clause about transferring TDF's
funds into my personal bank account every 6 months...

David Nelson

Hi :slight_smile:
Yup +1
I always try to use Uk spellings but i think this has to be American :frowning:
Regards from
Tom :slight_smile:

When I was reading German law on non-profits, my impression was the
By-Laws had to specify how members of the board of directors, and any
advisory board were selected, and mid-term replacements done.

I don't see anything in the by-laws that specifies how mid-term
replacements are done. Is that not legally required?

(Whilst German, especially philosophical German tends to be convulated,
German legalese is both convulated, and incomprehensible. At one point
in time, German lawyers must have been paid by the character.)

- From experience in non-profits in the united states, the less
non-legally required stuff in the by-laws, the easier it is to run the
organization. Likewise, the fewer changes made to the by-laws after
incorporation, the easier it is to run the organization.

jonathon
- --
If Bing copied Google, there wouldn't be anything new worth requesting.

If Bing did not copy Google, there wouldn't be anything relevant worth
requesting.

                              DaveJakeman 20110207 Groklaw.

HI,

Otherwise, I was only going to add a clause about transferring TDF's
funds into my personal bank account every 6 months...

For those of you that didn't realise, that was a joke... Someone just
mailed me off-list who didn't seem quite sure about that... (rofl)

Hi :slight_smile:
Someone mailed me off-list thinking it was my comment and quoted a real-world
legal case where someone had really done what you describe. It is an old joke
and an obvious thing to avoid but i'm not hugely surprised one bunch of people
got fooled into letting it happen! It's impossible to over-estimate human
stupidity.

Regards from
Tom :slight_smile:

From: David Nelson <commerce@traduction.biz>
To: steering-discuss@documentfoundation.org
Cc: steering-discuss@global.documentfoundation.org
Sent: Sat, 11 June, 2011 6:14:45
Subject: Re: [steering-discuss] proposed bylaws changes

HI,

> Otherwise, I was only going to add a clause about transferring TDF's
> funds into my personal bank account every 6 months...

For those of you that didn't realise, that was a joke... Someone just
mailed me off-list who didn't seem quite sure about that... (rofl)

--
David Nelson

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Hi guys,

  Counting votes we had: Florian, Charles, Andre, Olivier, Italo and
Sophie voting in favour; so I've made all of the edits in the wiki.

  HTH,

    Michael.

Hi David,

  Thanks for these, really makes it cleaner, I applied them all - they
seem un-controversial etc.

"best-effort"
"and skills, whether on a paid or voluntary basis."
(Just adds a comma.)
"organizations"
(US spelling, like everywhere else in the bylaws.)
"minimum level of financial or other support, as determined by
the BoD, to meet with the BoD and provide advice."
(Minor punctuation changes.)

..

That's it... pretty painless, no? :stuck_out_tongue_winking_eye:

  Indeed :slight_smile:

Otherwise, I was only going to add a clause about transferring TDF's
funds into my personal bank account every 6 months...

  Lol :wink:

    Michael.