Hi Dennis, see below but keep in mind that the this is a draft proposal so it may require some fine tuning and further verifications. On 05/09/2020 17:03, Dennis Roczek wrote:
Hi Paolo, Hi Florian, Thanks Florian for the new proposal. Personally I do like the idea of having a Lux-based company. I still have some questions about the "TDF Services SIS Proposal Draft" 1) "TDF’s fully owned Social Impact company (Société d’Impact Sociétal)" --> Does that mean that the TDF is also fully responsible? Then I have to ask what is different to the general idea that the TDF can do it on its own without having another layer? How does this work with Germans law of a foundation?
The SIS is a special type of Sarl (Ltd) so the liability is limited to the company capital so, unless TDF as the only/majority shareholder and the company directors do something illegal, there is no liability for TDF. The need to have another layer is due to the way contracts for App Stores have been written and could be changed by those corporations in future. Having a dedicated entity helps in separating the commercial aspects of dealing with App Stores and the main focus of the foundation. During the due diligence process executed to assess the validity of this option it seems like TDF can be the only/majority shareholder of this type of external entity.
2) "TDF may also decide to buy services from TDF Services, once its fully operational, and use it as itsown service provider to streamline and make more efficient the running of shared operations." Does this mean that the TDF won't open any new code-tenders but simply hand the tasks over?
My idea is to do things one step at the time starting with the App Stores and then, depending on the level of success and income generated, use the new entity also to deal with some of the development. I personally wouldn't mind, if consensus and funds are available, to employ some developers to deal with code streamlining and simplification to make it easier for new contributors to participate and to deal with the tenders that TDF is unable to issue.
3) I'm still missing (hence might not be worked on in this published proposal) what happens if something goes wrong? How can the TDF take down SIS and take over and regain the App Store rights and existing App Store users?
I had the same questions that haven't been answered in a satisfactory fashion when another proposal has been presented at FOSDEM and that's why I did not feel comfortable supporting it. I believe that the new entity should be seen as an extension of TDF which can deal with tasks that may go beyond the purpose of the foundation but with the clear intent of benefiting TDF, LibreOffice, the community and the user base. In this case TDF, as the majority shareholder, has the power to directly influence the direction of company, fire the company's director/s and to take control. This doesn't mean the entity can/should be micromanaged by TDF but at any moment TDF's board can have a majority vote on instructions that the director/s must follow or come up with good explanations on why they shouldn't. In any case TDF will have a lot more power than by just using a TM agreement as a way to force an external organisation to comply.
4) and of course, what Stephan Ficht asked. ;-)
As I wrote in the document I still have to check 'The “precise definition of the corporate purpose” which satisfies both TDF and the auditors'. At last BoD meeting I got permission to meet with the relevant Ministry to verify with them if "the development of cultural and creative activities;" is the best purpose or if there are other types of incorporations we should use. I should be able to meet them next week and report back my findings.
Best regards, Dennis Roczek Am 26.08.2020 um 11:29 schrieb Florian Effenberger:Hello, as discussed during the last board calls, the board is currently collecting proposals on a TDF subsidiary. For that, we've created a folder "TDF Subsidiary" in the Nextcloud "TDF Members" share, where the various ideas will be collected. The folder is also publicly available at https://nextcloud.documentfoundation.org/s/NeBWm25cd2LHyoq Please do consider all content as a draft, work-in-progress state that is subject to discussion and changes. Note that the documents do not represent any official board opinion, statement or vote, but are drafted by individual members or groups. The first proposal added so far is the one by Paolo Vecchi on a Luxemburg entity. The board is eager to get the discussion started, preferably on the public board-discuss mailing list. Florian
-- Paolo Vecchi - Deputy Member of the Board of Directors The Document Foundation, Kurfürstendamm 188, 10707 Berlin, DE Gemeinnützige rechtsfähige Stiftung des bürgerlichen Rechts Legal details: https://www.documentfoundation.org/imprint
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