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[board-discuss] CommunityBylaws and "actual structure and governance of The Document Foundation as a legal entity"


I'm reading the wiki page CommunityBylaws, and I'm confused. It says
"These Bylaws do not apply to the actual structure and governance of
The Document Foundation as a legal entity (...)".

But then they go on doing exactly that. For example, they explain how
the Board of Directors is elected, and by whom. The board of directors
is AFAIK usually the people responsible to the law / state / courts
that e.g. the money of the foundation is used in accordance to the
goals of the foundation. For the TDF, that would for example be "not
to feed the poor starving children of Bangladesh", which may be a good
worthy cause in its own right, but not within the TDF's goals.

http://blog.documentfoundation.org/2011/05/24/updates-on-the-foundation/
(the latest such update I found) says the foundation will be in
Germany. I notice that on the wiki page CommunityBylaws/de, BoD is
"Vorstand". Furthermore, according to the civil code (Bürgerliches
Gesetzbuch), the "Vorstand" is:

1) An entity mandated by law

2) _by_ _definition_ the body that represents the foundation _as_ _a_
   _legal_ _entity_

References from http://www.gesetze-im-internet.de/bgb/:

 §26 BGB: (1) Der Verein muss einen Vorstand haben. Der Vorstand
              vertritt den Verein gerichtlich und außergerichtlich (...)

 §86 BGB: Die Vorschriften der §§ 26 und (...) finden auf Stiftungen
          entsprechende Anwendung (...)


So to me, it is factual that the Bylaws *do* speak about the "actual
structure and governance of The Document Foundation as a legal
entity": they speak about the composition of the BoD, and the BoD is
part of the structure of the foundation as a legal entity, and by law
the BoD must be involved in the "governance of the foundation as a
legal entity".


Other examples:

 * The Chairperson (CH) is in charge of representing the Foundation.

 * The Executive Director [ED] is an Officer of the Foundation who is
   in charge of running the Foundation's daily operations

To me, these (among others) speak of "the actual structure and
governance of The Document Foundation".


Best Regards,

-- 
Lionel Mamane

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