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.
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