[steering-discuss] Updated draft of the Community Bylaws

Hello everyone,

Here is the latest version of the bylaws:
http://wiki.documentfoundation.org/CommunityBylaws

Latest change include mostly amended details on the Chairperson, as
well as some more details on the BoD and a bit more clarity on
salaries, expenses, etc.

Since we've been discussing this for quite some time now, we would
welcome your comments on this list until this week-end. If no strong
veto is cast until then, we'll consider them to be adopted.

David, as usual, please feel free to review the language... thanks!

Hi, :slight_smile:

David, as usual, please feel free to review the language... thanks!

OK, I'll be onto it in a few hours. :wink:

David Nelson

Hi Charles, *

Charles-H. Schulz schrieb:

Hello everyone,

Here is the latest version of the bylaws:
http://wiki.documentfoundation.org/CommunityBylaws

BoD elections are not clear to me:

"... the BoD gets renewed by half each year ..."

"... the nine candidates having won the highest number of votes are deemed to have been elected ..."

If all nine Directors are elected at once, how should the "renewal by half each year" work?

In my eyes present BoD members are more likely to be re-elected for a second term (if they did a good job) as anybody else not being that prominent and well-known in the Community.

If the BoD members want to go on with their work for more than two years, they have to take a "sabbatical" and come back one year later - provided the TDF members votes for them.

What I'd like to see is a request to some of the BoD members not to candidate for a second term after the first year but to try to become re-elected the next year and stay then for two years.

This would allow continuity over a longer timeframe, as it avoids the problem of all the BoD members having to resign two years after the first election.

But I don't think that this thoughts (or similar ones) should be mentioned in the Bylaws.

One year term with possible extension for one more year (then one year pause before re-election is allowed) is clear enough.

How we achieve continuity will rather be discussed directly than implemented in the Bylaws.

Another point is the position of the line about "Disputes between Contributors". The content is about the BoD and the Chairperson, but it is positioned at the end of the paragraph about the "Executive Director" (without "the" in the title, while "The Chairperson" contains it).

Confidentiality: Did you think about the preparation of a marketing strategy with a result: "We're going to do this or that during the next months and will go public in half a year.."?

Such work can't be done if the outcome has to be published one month after the decision.

What do you think about
- publish results one month after the cause for confidentiality is gone.
- internal review on a monthly basis if the cause is still valid.

Membership:
  Could you replace "artwork" by "design"?

This covers not only all the branding design and visual identity, but also UX and UI design: These contributors are not necessarily researchers or code contributors, but experts in areas IMHO not covered in the other criteria.

Membership application: Here is the only place the Steering Committee is mentioned (as replacement of the BoD "during a interim period").

Why don't you state this fact already at the paragraph about the BoD?

"Until the first BoD election the tasks of the BoD are handled by the Steering Committee" or some better wording.

This would not only cover the appointment of the Membership Committee, but all other activities too.

Best regards

Bernhard

Hi,

In my eyes present BoD members are more likely to be re-elected for a
second term (if they did a good job) as anybody else not being that
prominent and well-known in the Community.

If the BoD members want to go on with their work for more than two
years, they have to take a "sabbatical" and come back one year later -
provided the TDF members votes for them.

What I'd like to see is a request to some of the BoD members not to
candidate for a second term after the first year but to try to become
re-elected the next year and stay then for two years.

This would allow continuity over a longer timeframe, as it avoids the
problem of all the BoD members having to resign two years after the
first election.

I'm still not a friend of this two-term limitation, I just see no sense in it. The reason behind it is clear: We want to avoid people sitting on their chair just because of the title, but not contributing anything, or at least preventing more active people from joining - this, however, could be solved with re-elections/verifications of the seats all one or two years. I don't see why it makes sense to force active people to leave after one or two years, when they do a good job.

Andrés concern was that we don't need people in the board for them to make a good job. Sure, but then, why do we need a board at all? The board is a specific area of working, and if people do a good job, nobody should prevent them from staying longer if it is good for the whole community.

IMHO, but I see not many share this view, this rule is harmful.

Florian

Hello Bernhard, Florian,

I updated the text and also inserted some requested additions and
changes on the BoD meeting frequence and physical meetings. Other
changes are commented inline below.

Le Tue, 30 Nov 2010 00:37:01 +0100,
Bernhard Dippold <bernhard@familie-dippold.at> a écrit :

>
BoD elections are not clear to me:

"... the BoD gets renewed by half each year ..."

"... the nine candidates having won the highest number of votes are
deemed to have been elected ..."

If all nine Directors are elected at once, how should the "renewal by
half each year" work?

Right, thanks; I clarified the text.

In my eyes present BoD members are more likely to be re-elected for a
second term (if they did a good job) as anybody else not being that
prominent and well-known in the Community.

If the BoD members want to go on with their work for more than two
years, they have to take a "sabbatical" and come back one year later
- provided the TDF members votes for them.

What I'd like to see is a request to some of the BoD members not to
candidate for a second term after the first year but to try to become
re-elected the next year and stay then for two years.

This would allow continuity over a longer timeframe, as it avoids the
problem of all the BoD members having to resign two years after the
first election.

But I don't think that this thoughts (or similar ones) should be
mentioned in the Bylaws.

One year term with possible extension for one more year (then one
year pause before re-election is allowed) is clear enough.

How we achieve continuity will rather be discussed directly than
implemented in the Bylaws.

Based on your input and Florian's input on this particular question, I
think we're taking the wrong approach. By this I mean that our
provisions on terms come from a good intention, and it's important to
anticipate future potential issues. But there's also a different
between caution, refinement in drafting bylaws and writing byzantine
rules. My professional experience elsewhere shows that any system
creates its own politics and also stirs the forces that may overthrow
its rules.

That's why I decided to stop this terms' limit insanity that I also
somewhat started and come back to sheer simplicity: members get
elected. No limit to successive terms. If people are not happy they can
elect someone else, request a change in our bylaws or go fork. :slight_smile:

Another point is the position of the line about "Disputes between
Contributors". The content is about the BoD and the Chairperson, but
it is positioned at the end of the paragraph about the "Executive
Director" (without "the" in the title, while "The Chairperson"
contains it).

Yes indeed. I put the sentence into the Conduct of business sub
section.

Confidentiality: Did you think about the preparation of a marketing
strategy with a result: "We're going to do this or that during the
next months and will go public in half a year.."?

Such work can't be done if the outcome has to be published one month
after the decision.

What do you think about
- publish results one month after the cause for confidentiality is
gone.
- internal review on a monthly basis if the cause is still valid.

I reviewed the text and your proposal, and here's an existing subtelty
that can perhaps provide you with an answer: what is requested is the
output of the decision, not necessarily the discussions or its full
content. It's quite tangential, but I also think we're a Free and Open
Source software project. Secrecy only lasts so long, and I would not
want to see secret committees popping up here and there. We're not
inside OpenOffice.org anymore.

I would much rather want to see a well planned strategy that leave
volunteers and professionals alike implement it in a public fashion,
rather than a secret team doing all the work. On the other hand,
marketing and communications do require planning, surprises and timing.
So a good mix between these two is required.

If it's absolutely necessary, one can publish the output of a
confidential marketing strategy planning session a month afterwards and
restrict the details to interested contributors. I think it would be
fair, but should not be done 12 times a year. If necessary the BoD will
be able to decide on this specific question later on.

Membership:
  Could you replace "artwork" by "design"?

This covers not only all the branding design and visual identity, but
also UX and UI design: These contributors are not necessarily
researchers or code contributors, but experts in areas IMHO not
covered in the other criteria.

+1, done.

Membership application: Here is the only place the Steering Committee
is mentioned (as replacement of the BoD "during a interim period").

Why don't you state this fact already at the paragraph about the BoD?

Because there are chances we will start to care about membership while
the BoD will not properly exist. These bylaws apply in a context where
a foundation is fully established.

"Until the first BoD election the tasks of the BoD are handled by the
Steering Committee" or some better wording.

see just above :slight_smile:

This would not only cover the appointment of the Membership
Committee, but all other activities too.

I would not necessarily go down that path. The Steering Committee's
mission is covered by other pages on the wiki...

Best,
Charles.

Hi

Some thoughts and questions from my personal experience:

1) I am a bit concerned of the definition of project: It looks like TDF will foster several software projects, which is fine for me, but then (may be I am a bit biased by OOo structure), how do we manage NLC, L10n, Marketing and other "projects"? Does "software development" include all these activities?

2) I really appreciate *oxygenation*. Letting a chairman "ad aeternam" in place is a source of trouble and will let him build strong and unbreakable ties with the BoD, the employees and selected sectarian members of the Foundation (the "goodfellas"), aiming to preserve his status and position and offering whatever is needed to keep support on him.

A one or two year term with one further nominaton will ensure fresh air (sort of) to the TDF Chairmanship. The leaving chairman can be reconducted later, but only after another one took his place for at least xxx month.

Oxygenation also improves governance and transparency.

3) About disputes: It seems that the disputes will be settled "inside TDF" by the BoD, then the Chairman. Question: Is it advisable, for the sake of transparency, to let the members decide as the upper instance?

4) On conflict of interest, I personnaly prefer 20% figure instead of 30%.

5) Should any member of the Membership Committee (MC) have a "veto power"?

5a) Oh, by the way, what is the decision process of the MC with respect to the aplication? votes by simple majority, 2/3 members, 4/5?

6) How many members will take place in the MC and how are they appointed, for how long, how often they meet?

Are we going to allow memebers of the BoD, AB, and the Chariman to be in the MC?

7) "If a Member stops contributing, such that the merit criteria are no longer met, membership status will be revoked after a certain period of time.

Does it means that a founding member of the TDF will be revoked if he/she does not participate on a xxx period of time? Shall we give them a "honorary membership" (dangerous).

Regards,

Hello Olivier,

Hi

Some thoughts and questions from my personal experience:

1) I am a bit concerned of the definition of project: It looks like
TDF will foster several software projects, which is fine for me, but
then (may be I am a bit biased by OOo structure), how do we manage
NLC, L10n, Marketing and other "projects"? Does "software
development" include all these activities?

Well, indeed you think like we're still on the Collabnet
infrastructure :slight_smile: . I think we would refer to teams for L10N,
marketing, etc, not "projects". I was rather referring to different
types of software when talking about software projects.

2) I really appreciate *oxygenation*. Letting a chairman "ad
aeternam" in place is a source of trouble and will let him build
strong and unbreakable ties with the BoD, the employees and selected
sectarian members of the Foundation (the "goodfellas"), aiming to
preserve his status and position and offering whatever is needed to
keep support on him.

A one or two year term with one further nominaton will ensure fresh
air (sort of) to the TDF Chairmanship. The leaving chairman can be
reconducted later, but only after another one took his place for at
least xxx month.

Let's put it that way: the Chairman is fireable at will, and is an
employee of the foundation. Otherwise, I fear we're going to go back
into byzantine considerations, that will end up being abused or
impractical.

Oxygenation also improves governance and transparency.

yes it does: but the Chairman (or any other officer for that matter) is
changeable at will by the BoD, so it's not an elected mandate.

3) About disputes: It seems that the disputes will be settled "inside
TDF" by the BoD, then the Chairman. Question: Is it advisable, for
the sake of transparency, to let the members decide as the upper
instance?

What do you mean? that they can pick either one of them?

4) On conflict of interest, I personnaly prefer 20% figure instead of
30%.

So it would be two instead of three members. It's possible I think...
any further thoughts?

5) Should any member of the Membership Committee (MC) have a "veto
power"?

No.

5a) Oh, by the way, what is the decision process of the MC with
respect to the aplication? votes by simple majority, 2/3 members, 4/5?

Simple majority or consensus (most of the information collected about
an application should ideally be automated), but the MC is a committee
formed by the BoD and I don't think we should go all the way explaining
how the MC will work. I think several "versions" of the MC will have to
be enabled before we reach the right balance.

6) How many members will take place in the MC and how are they
appointed, for how long, how often they meet?

See above.

Are we going to allow memebers of the BoD, AB, and the Chariman to be
in the MC?

I don't see why we should forbid them this access, but I also think
that the MC will have a certain amount of work that will be
incompatible with the existing duties of these people.

7) "If a Member stops contributing, such that the merit criteria are
no longer met, membership status will be revoked after a certain
period of time.

Does it means that a founding member of the TDF will be revoked if
he/she does not participate on a xxx period of time? Shall we give
them a "honorary membership" (dangerous).

Honorary membership is indeed a dangerous path. But on the other hand,
any member can regain its membership status after three months of
continued contributions , so it's only a temporary and easily
remediable issue in the scenario you're describing...

Best,
Charles.

Hi Charles, SC guys :slight_smile:

David, as usual, please feel free to review the language... thanks!

--
Charles-H. Schulz

1) Would it perhaps be useful to add a definition for the term
"community" under section 1.1, Definitions?

2) Would it maybe be better to move the 4 definitions under section 3,
Governance, to section 1.1, Definitions?

I added a lot of reviewer's notes inline in the text because I felt it
would be much easier for you to follow what I was saying. IMHO, the
section on voting, section 5 at the end, needs quite a bit of
attention. I took the liberty of trying to reorganize it somewhat, to
make it clearer and more understandable... In reality, that has kind
of "seeded" places where you might want to do more writing?

I also worked on the format of the doc a bit, and inserted links where
there were cross-references in the text...

Perhaps we might be able to talk about all this in Friday's SC confcall?

HTH. :wink:

David Nelson

Hi, :slight_smile:

Hi Charles, SC guys :slight_smile:

David, as usual, please feel free to review the language... thanks!

--
Charles-H. Schulz

I added some numbering to the notes to allow for easier discussion here...

http://wiki.documentfoundation.org/CommunityBylaws

[REVIEWER'S NOTE 01: MAYBE MOVE THE 4 DEFINITIONS BELOW TO THE
DEFINITIONS SECTION IN 1.1 ABOVE?]

[REVIEWER'S NOTE 02: MAYBE ADD A CLAUSE WITH SPECIFIC PROVISOS ABOUT
THE MEMBERSHIP COMMITTEE?]

[REVIEWER'S NOTE 03: SO WHAT IS THE SITUATION REGARDING THIS?]

[REVIEWER'S NOTE 04: THE TERM "COMMUNITY" COULD USEFULLY BE DEFINED IN
THE DEFINITIONS SECTION?]

[REVIEWER'S NOTE 05: HOW LONG?]

[REVIEWER'S NOTE 06: COULD THERE MAYBE BE A SPECIAL ARRANGEMENT FOR
TAKING IN NEW MEMBERS FROM THE COMMUNITY WHO WERE NOT INVOLVED IN OOo?
IN ANY CASE, IS IT A GOOD IDEA TO HAVE THIS PURPORTEDLY TEMPORARY
PROVISION ABOUT OOo PEOPLE HARD-CODED INTO THE PERMANENT BYE-LAWS?]

[REVIEWER'S NOTE 07: PERHAPS THERE COULD BE A SPECIAL
"complaints@documentfoundation.org" MAIL ADDRESS THAT WOULD BE THE
PLACE TO SEND SUCH REQUESTS? THEREFORE, ONE COULD MAYBE MENTION THAT
ADDRESS HERE AS THE PROCEDURAL RULE?]

[REVIEWER'S NOTE 08: PERHAPS THERE COULD BE A SPECIAL
"resign@documentfoundation.org" MAIL ADDRESS THAT WOULD PROVIDE AN
UNEQUIVOCAL RECORD OF WHETHER OR NOT A MEMBER IS DEEMED TO HAVE
RESIGNED? THEREFORE, ONE COULD MAYBE MENTION THAT ADDRESS HERE AS THE
PROCEDURAL RULE?]

[REVIEWER'S NOTE 09: IMHO, A LOT MORE SPECIFIC INFO ABOUT THE
MEMBERSHIP COMMITTEE WOULD BE A GOOD THING... HOW MANY MEMBERS? MEETS
HOW OFTEN? HOW WILL MEETINGS BE HELD (CONFCALL?
http://code.google.com/p/openmeetings/ ?)? WHAT VOTING RULES? MAYBE
THERE SHOULD BE EXPLICIT RULES CONCERNING APPEALS? HOW LONG IS THIS
"INTERIM PERIOD"?]

[REVIEWER'S NOTE 10: PLEASE REFER TO MY NOTE IN THE "CONTINUITY OF
MEMBERSHIP" SECTION REGARDING POSSIBILITY OF SPECIAL PROVISION FOR
MEMBERSHIP DURING INITIAL PERIOD OF EXISTENCE OF THE PROJECT...]

[REVIEWER'S NOTE 11: WHAT INTERVAL OF TIME? BETTER BE SPECIFIC?]

[REVIEWER'S NOTE 12: IMHO, THIS SECTION NEEDS A LOT OF CLARIFICATION
AND AUGMENTATION... WHAT DIFFERENT KINDS OF THINGS WILL WE BE VOTING
ABOUT? HOW WILL VOTES BE HELD (ONLINE VOTING SYSTEM, OR WHAT)? THIS IS
THE SECTION I FIND MOST VAGUE AND NEEDING MORE ATTENTION... LACK OF
CLEAR AND DEFINITIVE GUIDELINES IN THIS SECTION IS WHERE I FEEL MOST
OF THE "CONTROVERSIAL" SITUATIONS MIGHT ARISE...]

[REVIEWER'S NOTE 13: THIS SENTENCE WOULD BE DEPENDENT ON A DECISION
ABOUT "STV"...]

[REVIEWER'S NOTE 14: I DON'T REALLY UNDERSTAND THIS SENTENCE. IS THIS
A "MEETING OF COMMUNITY MEMBERS" OR A "MEETING OF THE MEMBERSHIP
COMMITTEE"? DOES THE ANNUAL CONFERENCE HAVE TO BE ATTENDED PHYSICALLY,
OR CAN WE USE AN ONLINE CONFERENCING SYSTEM LIKE
http://www.gotomeeting.com/fec/ (ACCOUNT WOULD HAVE TO BE SPONSORED BY
CITRIX ONLINE) OR http://code.google.com/p/openmeetings/ ?]

[REVIEWER'S NOTE 15: MORE GUIDELINES NEEDED ABOUT ADVANCE NOTIFICATION
OF POLLS/ELECTIONS/VOTES TO COVER THE VARIOUS SCENARIOS IN WHICH
VOTING WILL BE USED AS A MEANS OF TAKING DECISIONS?]

[REVIEWER'S NOTE 16: SURELY A DECISION WOULD HAVE TO BE TAKEN ABOUT
THIS BEFORE THE BYE-LAWS COULD BE CONSIDERED TO BE DEFINITIVELY
FINISHED? MORE COMMENTS BELOW ABOUT "STV"...]

[REVIEWER'S NOTE 17: THIS SEEMS TO CONFLICT WITH THE TERMS OF
http://wiki.documentfoundation.org/CommunityBylaws#Board_of_Directors
AND IS MAYBE REDUNDANT HERE? OR REDUNDANT THERE? WHERE IS BEST TO
COVER THIS?]

[REVIEWER'S NOTE 18: SURELY A DECISION WOULD HAVE TO BE TAKEN ABOUT
THIS BEFORE THE BYE-LAWS COULD BE CONSIDERED TO BE DEFINITIVELY
FINISHED? "STV" COULD BE AN INTERESTING AND EFFECTIVE PART OF THE
GOVERNANCE, BUT THEN IT WOULD NEED APPROPRIATE RULES AND PROCEDURES IN
THIS SECTION...]

[REVIEWERS NOTE 19: IMHO, THERE ARE UNDESIRABLE OPPORTUNITIES FOR TIED
VOTES HERE, AS WELL AS VOTES PUSHED THROUGH BY ONLY A MINORITY OF THE
BOARD MEMBERS (4 OUT OF 9). MAYBE MORE RULES NEEDED TO TRY AND
ANTICIPATE ALL SITUATIONS?]

[REVIEWER'S NOTE 20: IMVHO, THE BYE-LAWS SHOULD ALSO CONTAIN
PROCEDURES AND RULES GOVERNING CHANGES/AMENDMENTS TO THE BYE-LAWS
THEMSELVES; FAILURE TO COVER THIS ISSUE CLEARLY AND DEFINITIVELY COULD
GIVE RISE TO "CONTROVERSIAL SITUATIONS"...]

HTH. :slight_smile:

David Nelson

Hi Olivier,

2) I really appreciate *oxygenation*. Letting a chairman "ad aeternam"
in place is a source of trouble and will let him build strong and
unbreakable ties with the BoD, the employees and selected sectarian
members of the Foundation (the "goodfellas"), aiming to preserve his
status and position and offering whatever is needed to keep support on him.

A one or two year term with one further nominaton will ensure fresh air
(sort of) to the TDF Chairmanship. The leaving chairman can be
reconducted later, but only after another one took his place for at
least xxx month.

Oxygenation also improves governance and transparency.

I see the issues, and what I've said for the BoD goes for the Chairman
as well: We don't want anyone sitting on their chair just because of
tradition, but without doing anything (positive). However, on the other
hand, if someone does a real good job, we shouldn't force him or her to
leave just because of the rules.

I propose that we do also annually or bi-annually voting of the
Chairman, so fresh air can come in, but doesn't need to, if we all
breathe like we want. :slight_smile:

Are we going to allow memebers of the BoD, AB, and the Chariman to be in
the MC?

It doesn't make sense if people combine too many "powers", but in
general, there should be no rule against being part of those two.

Florian

Hi,

I added some numbering to the notes to allow for easier discussion here...

hm... where?

[REVIEWER'S NOTE 06: COULD THERE MAYBE BE A SPECIAL ARRANGEMENT FOR
TAKING IN NEW MEMBERS FROM THE COMMUNITY WHO WERE NOT INVOLVED IN OOo?
IN ANY CASE, IS IT A GOOD IDEA TO HAVE THIS PURPORTEDLY TEMPORARY
PROVISION ABOUT OOo PEOPLE HARD-CODED INTO THE PERMANENT BYE-LAWS?]

Good point... if we cannot change the bylaws (that easily), it maybe
shouldn't be in there, as we might not need it after one or two years
anymore.

[REVIEWER'S NOTE 07: PERHAPS THERE COULD BE A SPECIAL
"complaints@documentfoundation.org" MAIL ADDRESS THAT WOULD BE THE
PLACE TO SEND SUCH REQUESTS? THEREFORE, ONE COULD MAYBE MENTION THAT
ADDRESS HERE AS THE PROCEDURAL RULE?]

[REVIEWER'S NOTE 08: PERHAPS THERE COULD BE A SPECIAL
"resign@documentfoundation.org" MAIL ADDRESS THAT WOULD PROVIDE AN
UNEQUIVOCAL RECORD OF WHETHER OR NOT A MEMBER IS DEEMED TO HAVE
RESIGNED? THEREFORE, ONE COULD MAYBE MENTION THAT ADDRESS HERE AS THE
PROCEDURAL RULE?]

[REVIEWER'S NOTE 09: IMHO, A LOT MORE SPECIFIC INFO ABOUT THE
MEMBERSHIP COMMITTEE WOULD BE A GOOD THING... HOW MANY MEMBERS? MEETS
HOW OFTEN? HOW WILL MEETINGS BE HELD (CONFCALL?
http://code.google.com/p/openmeetings/ ?)? WHAT VOTING RULES? MAYBE
THERE SHOULD BE EXPLICIT RULES CONCERNING APPEALS? HOW LONG IS THIS
"INTERIM PERIOD"?]

Don't mention technologies or addresses in the bylaws, but rather refer
to them as being online or the like. Otherwise, the same issue as with
06 kicks in - we cannot change it that easily, even if technology changes.

[REVIEWER'S NOTE 14: I DON'T REALLY UNDERSTAND THIS SENTENCE. IS THIS
A "MEETING OF COMMUNITY MEMBERS" OR A "MEETING OF THE MEMBERSHIP
COMMITTEE"? DOES THE ANNUAL CONFERENCE HAVE TO BE ATTENDED PHYSICALLY,
OR CAN WE USE AN ONLINE CONFERENCING SYSTEM LIKE
http://www.gotomeeting.com/fec/ (ACCOUNT WOULD HAVE TO BE SPONSORED BY
CITRIX ONLINE) OR http://code.google.com/p/openmeetings/ ?]

Dito.

Florian

Florian will read the wiki page next time before asking dumb questions.
Florian will read the wiki page next time before asking dumb questions.
Florian will read the wiki page next time before asking dumb questions.

:slight_smile:

Hi, :slight_smile:

Don't mention technologies or addresses in the bylaws, but rather refer
to them as being online or the like. Otherwise, the same issue as with
06 kicks in - we cannot change it that easily, even if technology changes.

Well, I'm not saying that you have to state in the bye-laws that
you're going to use OpenMeetings as a technology but, in practice,
outside the bye-laws, you do actually have to make some technological
choices as to how to do things. (Of course, in a few years time, maybe
something more new and wonderful than OpenMeetings will be the "in"
thing.)

I'm assuming that e-mail and e-mail addresses *are* going to be around
for quite some time to come... :wink:

Florian will read the wiki page next time before asking dumb questions.

Let he/she who is without guilt be the one to cast the first stone...

I noticed that there is no published agenda for tonight's meeting...
If I manage to stay awake, I will be there to listen in...

David Nelson

Hi,

again, sorry for stepping in so late - it seems that I finally find some
more time also for this, being rather busy with doing lots of other TDF
things the last weeks. :slight_smile: So, if something has already been discussed,
just ignore it.

Some other things I noted:

- Sometimes, we are refering to "bye-laws". Shouldn't it be "bylaws"?

- The governance of the Foundation are mentioned to be in legal
statutes. However, talking of the Board of Directory and a Chairman,
isn't that some sort of even legally accredited governance? That
paragraph respective statement might be misleading...

- I don't think it will be important in the near future, but in general,
members and contributors can not only be unpaid/volunteers, or employed
by sponsors. They might also be directly employed by TDF or its
subsidies. I guess we should mention that in the bylaws. If someone
works for TDF contracted, he or she shouldn't lose the membership
status. The officers section talks about them as members, but the
membership paragraph doesn't.

- Can an individual, who personally pays a lot of money, also get the
sponsor status? I'd say yes, and that should be mentioned in the bylaws,
effectively either removing the distinction between donors and sponsors,
or giving them the same privileges. If a billionaire spends a hell lot
of money for us on a regular basis, he might have earned his place in
the advisory board. I however see, that this might bear a larger risk
than if a corporation becomes part.

- Now it gets a bit complicated: Talking about a project being only a
software development project... does that make sense? How strict do we
have to read the Bylaws? If someone likes to bring 1.000 DVDs with
LibreOffice to Africa, I'm happy to support this as a project, even if
strictly spoken, it is not developing software itself. On the other
hand, it is at least part of the software development project (like
marketing and the like), so maybe I'm just too weird here. :slight_smile:

- I'd include, for the final version, the next decade manifesto in the
bylaws. It's easier if the vision is directly embedded in the bylaws,
rather then just refering to them.

- "Nonetheless" must be "Nontheless" (governance paragraph).

- Board of Directors: Shall we limit the number of deputies per seat to
one, making it mandatory that one deputy can only be there for one seat?
At the moment, it's quite openly formulated...

- Is it safe to make four officers on a paid/remunerated basis
necessary? If we have to hire four people at the beginning, it will be
quite expensive... I'm not at all against paying people for their work,
but at least for a transitional phase at the beginning, this might get
complicated without money.

- I'd make the term of the BoD more clear. "Approximately half the BoD a
year" is not very transparent. I'd make a fixed period of one or two
year terms, after which a re-election has to take place. Re-election of
existing seats is, as previously discussed, allowed infinitely. For the
very first BoD, we have to - outside of the bylaws - find an agreement
that half of the BoD steps back after 6 or 12 months, so we can re-elect
half of the BoD for the next cycles.

- As the BoD can appoint and nominate officers, shall we make clear the
way how voting goes?

- Instead of "trademark ownership" as BoD duty, we should use
"management of trademark ownership". Otherwise, it might look like, as
if the BoD was the TM owner, but actually the foundation is.

- The ESC can be placed under BoD administration, and then the BoD can
appoint a new ESC. Why "can be placed" - I guess the BoD can always
appoint a new ESC, without preconditions?

- Under which conditions can seats in the advisory board be
re-appointed? I guess we should make this more clear.

- I'd say for the BoD and AB, it is "at least" recommended to hold one
"physical" meeting per year. Legally, it doesn't change anything, as it
is just a recommendation, but it makes more clear what we want. Personal
meetings when possible, and virtual ones regularly.

- Regarding the conflict of interest: If we have some day lots of people
employed directly by the Foundation, shall the conflict of interest rule
also apply to them, i.e. only a percentage of TDF-employed people are
eligible to sit in the board? I see pros and cons for that, no dedicated
opinion right now.

- Is it on purpose that no Officer may be in the board? I see that there
might occur conflicts of interest, but you can also see it a different
way: When we have good and engaged people, it would be desirable to have
them as Officers maybe. Shall they be excluded from decision making just
because they are an Officer? Okay, maybe I'm too naive here, don't have
much experience with Foundations and boards. Yes, we should avoid that
all Officers sit in the board, but generally excluding that? I don't
know... Imagine we have a pretty good developer, we would like to
appoint as Development Officer or the like. Shall he really not be
allowed to be part of the ESC? This means to either chose someone
"worse" as officer, or someone "worse" for the ESC.

That being said, I doubt we will soon be in a situation to hire lots of
people, so these concerns are mainly theoretical right now. Anyways, as
we're talking about our bylaws, I wanted to raise them...

- For clarity, shall we add that members are not paid per se?

- 90 days is rather long for informing about elections. Maybe 45 or 60
days are enough?

That being said, thanks a lot for the great work, I really like it -
even if my mail is rather long, no major changes included. :slight_smile: And
again, sorry for stepping in so late!

Florian

Hi, :slight_smile:

Sometimes, we are refering to "bye-laws". Shouldn't it be "bylaws"?

It's one of the various spellings, but it's in Webster's...

David Nelson

Hi, :slight_smile:

"Nonetheless" must be "Nontheless" (governance paragraph).

"Nonetheless" is in Webster's, too. :wink:

David Nelson

Hi,

So I modified the text directly inline, and erased the comments... but
then realized it was somewhat straight and strong as a way to work. No
offense David, but feel free to look into the text and comment.

Best,
Charles.

Hi, :slight_smile:

So I modified the text directly inline, and erased the comments... but
then realized it was somewhat straight and strong as a way to work. No
offense David, but feel free to look into the text and comment.

Best,
Charles.

Sure, OK, Charles, thank you, will do. :slight_smile:

David Nelson

Hey Florian

No worries. I hadn't seen your email yesterday either, I'll also amend
the text this afternoon...

Best,

Charles.

I'm still not a friend of this two-term limitation, I just see no sense
in it.

  Quite - we will have free & fair elections :slight_smile:

IMHO, but I see not many share this view, this rule is harmful.

  I share it. Particularly if - we keep a static board for <N> periods,
and suddenly nearly ~everyone gets kicked off for a term limit :slight_smile: it
seems silly to me.

  I am sure the electorate (and the type of job) will ensure a turn-over
of people; at least the GNOME foundation when created had a good amount
of board turnover, with people serving - realising it was a lot of work,
admin, and so on, and then passing it on to someone else. My greater
concern is to ensure that we have short enough terms, that people who
carry the burden can see the end of it :slight_smile: - ergo my love of one year
terms, all re-elected concurrently (for fairness).

  HTH,

    Michael (reviewing the text & comments now).