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[board-discuss] [DRAFT] Rules of Procedure for the TDF board


Hi there,

in our statutes, §7, (5) permits the board to enact a set of more
detailed rules for day-to-day operations, that we felt was too
nitty-gritty to be stuck into the statutes.

Nevertheless, it is a useful thing to have, if only to clarify how
the board operates.

I attach a draft that we had circulated last week within the board,
for your kind perusal, and ask for constructive feedback within the
next few days.

A thing of note is §8 - the board intends to hire or contract
someone to operate infrastructure on a daily basis, acknowledging
the extraordinary importance TDF's virtual presence has for our
collective needs.

With best regards,

-- 
Thorsten Behrens, Director, Deputy Chairman of the Board
The Document Foundation, Zimmerstr. 69, 10117 Berlin, Germany
Rechtsfähige Stiftung des bürgerlichen Rechts
Legal details: http://www.documentfoundation.org/imprint
 THE DOCUMENT FOUNDATION - BOARD OF DIRECTORS

          * RULES OF PROCEDURE *

Date: September 17th, 2012

Preambel
========

In addition to §7, (5) of the statutes, the board hereby agrees on the
following rules of procedure. Notwithstanding any regulations in the
statutes, this document defines board processes, decision making, as
well as sharing and delegation of board tasks.

Processes
=========

§1. Approval, modification, cancellation and publication of rules of
    procedure

 1. These rules of procedure can, at any time, be modified or
    cancelled at the sole discretion of the board.
 2. Decisions regarding the rules of procedure are made according to
    §9 of the statutes. Drafts of amended rules, or the intent to
    cancel them in entirety, need to be made available at least one
    week in advance.
 3. The rules of procedure can enter into effect earliest after
    approval by the board according to 2., and after being published to
    the members. 
 4. The rules of procedure must not conflict with TDF statutes. In
    such cases, the conflicting parts are overridden by whatever
    is mandated by the statutes.

Decision making and responsibilities
====================================

§2. Basic principle - all members of the board of directors
    participate in all board matters by voting. As such, the principle
    of joint management is maintained.

§3. Internal delegation of responsibilities
    Internally, the board has decided on the following split of
    responsibilities:

    * tasks from the statutes (to be distributed)
      - administering the foundation's capital stock, allocation of
        resources, budget planning, accounting and filing, as well as annual balance and
        activity reports

    < board members are asked to grab tasks they feel responsible for >

§4. Shared responsibility
    The board as a whole assumes responsibility for all decisions, also
    those made by individual board members in their capacities listed
    in §3.

§5. Board decision making
 1. For decisions affecting daily operations, and if the vote happens
    electronically via email, for values of less than € 500, or an
    equivalent contractual liability, not answering in the vote thread
    for longer than 2 business days (for reasons including absence and
    illness) counts towards approval.
 2. Absent directors not able to follow daily opertations may notify
    the board of that fact, and, provided the remaining board agrees,
    may negotiate voting proceedures different from 1. for their vote,
    or name representing deputies in order of preference.

Delegation
==========

§6. Delegation of tasks
 1. By simple majority, the board can delegate tasks
 2. Those delegated tasks may have a budget assigned. Potential
    orders, limits, or bonds associated with that task are to be
    adhered to. 
 3. Delegated tasks have mandatory reporting and disclosure requirements
    towards the board, including disposition of funds, and achievement
    of objectives. Reporting needs to happen at least once a year.
 4. Members of the board, given prior permission of the entire board, and
    still with full responsibility for their respective areas (§ 3),
    can delegate tasks assigned to them to third parties. The
    responsible director assumes control and supervision of any
    contracted third party. 

§7. Committees
 1. It is the sole discretion of the board to setup committees, tasked
    to prepare decisions for the board. Committees can only advise, the
    ultimate decision authority and responsibility lies with the board.

Officers
========

§8. Systems and Administrative Officer
 1. The board will contract, or alternatively hire if more
    economical/practical, resources for professional, secure, and
    timely maintenance of TDF's central IT infrastructure. The board
    acknowledges that TDF's virtual presence and web pages are one of
    its most valuable assets, and thus need attention beyond what can
    reasonably be expected from pure volunteer work.

Validity and Entry into Force
=============================

1. Severability clause - should one or more items of these rules of
   procedure turn out to be invalid, in collision with the statutes,
   German law, or otherwise not applicable, all other items will
   remain in effect. 
2. These rules of procedure enter into force effective September 28,
   2012. 

Attachment: pgpk5EJhWAxNM.pgp
Description: PGP signature


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