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Re: [board-discuss] AB-Member and ESC-Member on TDF-Website

On Sat, Feb 25, 2012 at 3:38 AM, Florian Effenberger
<> wrote:

Norbert Thiebaud wrote on 2012-02-25 00:59:

ESC member are there in an 'individual' capacity. Their company
affiliation is only relevant to the extent that we try to avoid one
company having too much weight...

the way I read ยง 8 IV of our statues (,
there is no legally binding requirement per se to have only a limited number
of affiliated people in the ESC,

The ESC is intentionally _not_ a 'legal entity' of TDF, that does not
prevent us from adopting sane rules to safeguard the integrity of the
ESC purpose :-)
Furthermore the guiding document here is our bylaws, which explicitly
set a 30% limit
"At any time, no more than thirty per cent (30%) of the members of the
ESC may work for the same company, organization or entity (or any of
its subsidiaries) as employees or affiliates. "

although it is highly suggested to have
similar rules as for foundation bodies there as well. Plus "The board of
directors can to resolve the conflict of interest by expelling the necessary
number of members from other committee at once, and/or replace member by
other members of such committee.", so I propose that we enforce comparable
We (the ESC) already do enforce it, in accordance with our bylaws.

This, of course, requires disclosure of the ESC members' affiliation,
if it affects his role there (but only then).

Yes, Then again, since we know each other and when new people are
suggested for the ESC, they also are usually well known of the dev
community (including their affiliation)
that is not really a problem... but certainly we can/should mention
the affiliation internally when informing the BoD of the composition
of the ESC.
The question was should that be published/advertised... I have no
strong objection to it... I just mentioned that it was not essential.
I suspect that people that are sponsored by their employer to
contribute would want their affiliation known... but I can imagine
case of people that _do_ contribute, but do not want or cannot have
their employer name associated with it.

For the AB, that is exactly the oposite. people are there representing
company, so the affiliation is the mandatory information... the name
of the individual representing that company is less important and
susceptible to change at the discretion of the AB-member. so trying to
keep that public list up-to-date with individuals name is an
unnecessary burden IMO.

Thinking about it a second time: The same paragraph as cited above foresees
that only 1/3 of the AB has the same affiliation. Therefore, I think knowing
the seat holders by name in public is important, so everyone can verify that
(remember our rule of transparency).

I'm confused... how would 'everyone' verify if John Doe is an employee
of entity X... or for that matter a contractor for entity X (the
representative of entity X does not necessary has to be an employee of
that company)
Beside by definition of the AB there should be 1 company = 1 seat no ?
how can you have more than 1/3 unless the AB is reduce to 2 or less
member ?
Or are you considering the affiliation of the AB representative of
entity X to be the actual employer. so for instance if SPI send John
Doe as their representative and John Doe happen to work for ATT for a
living, would you consider his affiliation to be SPI or ATT ? if it is
the former then the 1/3 rule is moot for AB. if it is the latter then
that can be an issue, since AB member would be restricted in whom they
choose to represent them based on other AB member respective choice...
choice that can change at any time at their discretion...

iow: I think the balance in the AB composition should be achieve by
the BoD when they _accept_/_renew_  entities on the AB, considering
that a given representative is affiliated to the entity he represent,
irrespective of other affiliations he may have. This is especially
harmless since the AB is purely an 'advisory' entity and cannot make
binding decisions on behalf of TDF.

Without knowing who is member of the ESC and/or AB, nobody could, so to say,
"challenge" their composition.

Well: if you can infer/verify the company from a name in the case of
the AB, then surely you can do the reciprocal for ESC... and if you
can't, knowing the 'declared' affiliation will not help you to
verify/challenge the composition.


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