[steering-discuss] proposed bylaws changes

________________________________
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.

Hi Michael,

Hi David,

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

Cool, thanks. :slight_smile:

Hi,

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.

thanks a lot, Michael! I will ask the German community to translate the changes back. :slight_smile:

Thanks to everyone who contributed! (Oh, and David, I never thought you would do the bank account thing, don't worry :wink:

Florian

Hi Toki,

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?

we have some rules on that, like "Each member of the BoD must appoint one Community Member as deputy who can replace her/him in case of need, and who has the same rights during her/his period of absence or unavailability." or "The Chairperson can be discharged and replaced by the BoD at any time."

However, it indeed might be needed that we incorporate some more details into the binding statutes we are currently preparing. I have details on this soon.

Thanks for pointing this out!
Florian

Hi :slight_smile:
I think it is better to do the minimum that is required to make it legal and for
the rest write in things like "Mid-term replacements are to be covered by
internal TDF policy which is to be reviewed regularly". In some cases it makes
sense to name the specific document that will cover that particular policy but
even that can make things unnecessarily restrictive in the future. Please avoid
"setting things in stone" where it's not required by law.
Regards from
Tom :slight_smile:

Hi :slight_smile:
I thought everyone quickly checked that sort of thing anyway? I do. I thought
David was making a joke out of the need for people to be a little more aware of
one need for checking such rules. A serious point put forwards as a joke.

Regards from
Tom :slight_smile:

Hi,

I think it is better to do the minimum that is required to make it legal and for
the rest write in things like "Mid-term replacements are to be covered by
internal TDF policy which is to be reviewed regularly". In some cases it makes
sense to name the specific document that will cover that particular policy but
even that can make things unnecessarily restrictive in the future. Please avoid
"setting things in stone" where it's not required by law.

indeed, that is the approach. The binding statutes will be rather lightweight, while we will have extended additional policies that can be changed easier.

Florian

Michael Meeks wrote:

  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.

If there are no objections by tonight, I'll also change the text on
the membership application page
(http://www.documentfoundation.org/foundation/application-for-tdf-community-membership/)
to read:

Bylaws and commitment

Please read the Foundation's Charter (its Bylaws and The Next Decade
Manifesto), and confirm that you support the principle of an
independent foundation.
You should make a best-effort commitment to at least six
(6) months activity within our projects.

I've read the Foundation's Bylaws and The Next Decade Manifesto, and
confirm that I support the principle of an independent foundation.*

I'll make a best-effort commitment to contribute to the projects of
TDF for at least six (6) months.*

Cheers,

-- Thorsten

Hi :slight_smile:
Seems reasonable :slight_smile: There is something about the grammar of the last line that
mildly irritates me. Making it "I will ..." rather than using the contraction
helps a little but there is something odd about "best-effort". I'm sure there
is a better word but i'm never able to remember it. My memory is going, maybe
that's what is irritating. "Best-effort" is good enough. It's certainly
unambiguous enough and clear enough.
Regards from
Tom :slight_smile:

+1, and thanks for thinking of it :wink:

If there are no objections by tonight, I'll also change the text on
the membership application page
(http://www.documentfoundation.org/foundation/application-for-tdf-community-membership/)

Done.

-- Thorsten