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Re: [board-discuss] Re: Joining Silicon Sentier

Hi :)
I kinda agree with Marc about this except that the clear and very low upper-limits on items that 
can be passed this way makes the rule entirely reasonable imo.  

In most organisations i have been in there have been several layers of spending that have only 
required various numbers of cheque signatories to authorise.  Also the central main top level 
committee, board of trustees, directors or whatever usually authorise various sub-committees or 
working groups to spend either set budgets (with proper year End accounts) or on a fixed limit per 
spend.  Also there tends to be a certain amount of "petty cash" for office workers to buy sundry 
items such as tea, coffee, milk, pens, packet of screws to fix a defective device or pins and 
blue-tack to stick notices to walls.  

There are tons of costs that really shouldn't be taken up to the main board because it wastes time 
and trivialises the importance of the work the board does.  

Regards from
Tom :)  

From: Marc Paré <>
Sent: Thursday, 24 January 2013, 15:45
Subject: [board-discuss] Re: Joining Silicon Sentier

Hi Florian and Thorsten,

Le 2013-01-24 04:51, Thorsten Behrens a écrit :
Florian Effenberger wrote:
Is the application of the "BoD § 5 I rule" not for only votes taken when
a quorum is reached? It just seems strange to allow voting like this.

this is the intention of the § 5 rules of procedure. It is designed
that board members who are not active and miss voting, cannot block
the foundation's business.

Hi Marc,

I second Florian here, and since I was the one putting that rule into, let me put some
more rationale behind it. TDF is not like the usual foundation, with
the board living in the same city, or some executive director plus
team sitting in the same office. So far, decision making, even over
trivial amounts, always happens at the board level, and thus requires
a team of seven spread across the world to react timely, mostly on
email. §5 was meant to balance this - the board members trust each
other enough, that we believe a director proposing something and
calling a vote presumably knows what he or she is doing. The rule
simply codifies that, but puts a (IMO reasonable) limit on the
importance level of such-decided items.


-- Thorsten

Thanks for the explanations and as Florian says that "... I hope it remains an exception ..."

I have to say still, that, having sat on quite a few committees, the rules of quorum are such that 
if it not reached, and where there is a planned vote on items (which are most items on an agenda), 
the business of the day is cancelled and another meeting scheduled where a proper quorum may be 
reached for the vote.

I can see the application of "§ 5 rules of procedure" allowing members, who are not present at a 
directors' meeting where quorum is met, the chance to vote on items put to a vote within a delay 
of 2 days. This to me makes sense.

However, passing votes at a meeting where there is no quorum reached, to me, does not make sense, 
as there is no opportunity for reasonable debate on the matter that is being put to a vote. The 
fact that the physical distance being of concern, also, does not seem a plausible excuse 
considering our ability to connect by phone, IRC, email etc. by board members or, for that matter, 
having someone fill in for the missing board member(s). I have sat on boards where we reached 
members by phone just so that we could reach quorum and pass items on the agenda, as well as vote.

My experience has always been that when a meeting does not reach quorum, we usually re-scheduled 
the meeting (and items that were being put to a vote) and we discussed other items on an 
"unofficial" level for the next re-scheduled meeting -- pretty well a coffee break amongst friends.

Anyway, thanks again for the explanation.



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