[steering-discuss] Updated draft of the Community Bylaws

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).

Michael Meeks wrote (03-12-10 13:36)

    Michael (reviewing the text& comments now).

Cor - who has freed some hours to spend right now - too.
I see many good ideas and comments, so might just be possible to finish it today :wink:

Hola,

  I added my comments in [MMEEKS: foo !] type brackets as David has done
himself; directly into the wiki; there were a few things that didn't
belong in there though:

  Firstly - I'm really hopeful reading this; it seems we're getting
somewhere rather good with these bylaws, and I'm nearly happy :slight_smile:

  I silently replaced the 'bye-laws' with 'bylaws' incidentally, and
expanded on what 'STV' means (many don't know).

  I also really liked the Membership section preamble, most helpful; I
guess we also need some spiel about the relative dislike of formal
'Roles' in the project in the Member's Roles.

  I do not believe we should specify exactly four paid employees - I
suggest we specify the two [ though even those I think are
implementation details ], and do not mandate that they -must- be paid.

  With regard to Sponors - GNOME had the practise of allowing like minded
non-profits (such as Debian / SPI, the FSF etc.) to join the advisory
board without paying fees - and they have had a very positive effect
over the lifetime of that project. I suggest we add a similar section.

  Then of course there is the voting, which is still rather complex:

"... 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?

  Quite - I'd really like everyone to be elected at once - it simplifies
the work of the MC, and the structure of the community. I don't know
that we expanded on the role of deputies in the document either
incidentally - but hopefully they are another asset for ensuring
continuity ...

  Apart from that - I think we're in a really good place here; great work
Charles / David & all ...

  Regards,

    Michael.

Hi all,

Charles-H. Schulz wrote (01-12-10 17:45)

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.

OK, then the words Project(s) have to be replaced by Team(s) for these cases.[1]

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?

I guess Olivier means that one can lay an appeal at the members.

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?

Sounds better to me, yes.
(No objections to the 30% for the ESC)

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...

Does a 'founding member' has a special status?
The draft writes " The Document Foundation may have trustees (founders; employees; officers; directors; and the various members of .... "
but does not explain anything about 'founders'.

Regards,
Cor

1] I have a track-changed odt with those comments, and some other comments I'll mention in other mails, and will send that to Charles.

Hi all,

I really like the remarks/ideas made by Florian. And if I got it right, most of it already is on the wiki.
Few comments from my side:

Florian Effenberger wrote (02-12-10 16:53)

- 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...

I would not think that is really needed.

- 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.

Of course, the BoD can and will only hire people if there is money (I hope :wink: )

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

Leave it to their own like, I would say.

- 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.

+1

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

Let the companies that appoint a representative in the AB do it their way, IMO.

- 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?

It would better be avoided to have a situation where one (officer) is his/her own employer (member BoD)

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

Is ok for me.

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:

+1

And again, sorry for stepping in so late!

No need never to apologise for you, Florian.
(And apart from that, there are always people even later, that do not make apologies at all :-p )

Regards,
Cor

Hiho,

Michael Meeks wrote (03-12-10 15:41)

  I added my comments in [MMEEKS: foo !] type brackets as David has done
himself; directly into the wiki; there were a few things that didn't
belong in there though:

  Firstly - I'm really hopeful reading this; it seems we're getting
somewhere rather good with these bylaws, and I'm nearly happy :slight_smile:

   which in itself is a great achievement :-p

  I also really liked the Membership section preamble, most helpful;
I guess we also need some spiel about the relative dislike of formal
'Roles' in the project in the Member's Roles.

   I don't see the need for that, and find it somehow misplaced in apiece with more then 3000 words explaining roles and responsibilities.

  I do not believe we should specify exactly four paid employees - I
suggest we specify the two [ though even those I think are

   No problem to let the number four out, rather specify the roles.

implementation details ], and do not mandate that they -must- be paid.

   Hmm, if one has to conduct the work that the BoD wants to be done in the way the BoD /ED says it has to be done, I'dd rather have them paid (is employed) then being volunteers.

  With regard to Sponors - GNOME had the practise of allowing like minded
non-profits (such as Debian / SPI, the FSF etc.) to join the advisory
board without paying fees - and they have had a very positive effect
over the lifetime of that project. I suggest we add a similar section.

   I find this an interesting suggestion, but would rather investigate it the next year or so, seeing how our AB works, who are are core affiliates etc.

  Then of course there is the voting, which is still rather complex:

"... 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?

  Quite - I'd really like everyone to be elected at once - it simplifies
the work of the MC, and the structure of the community. I don't know
that we expanded on the role of deputies in the document either
incidentally - but hopefully they are another asset for ensuring
continuity ...

   Ah, this interesting long standing subject :slight_smile: Having read the various ideas/comments, I support the idea of ...
   All seats are voted for each year in combination with no limit to the number of times one serves on the BoD.

   (If there is a limit to the number of times, I would vote for a different scheme, length.)

Regards,
Cor

Hi COr,

- Is it on purpose that no Officer may be in the board?

It would better be avoided to have a situation where one (officer) is
his/her own employer (member BoD)

sure, I see that issue. However, I would take a different approach: Let a director also be a member of the BoD (and the 30% rule of members-per-employer kick in), but generally avoid decisions where people decide on their own doings, salaries and the like - that is definitely a conflict of interest and might be even not allowed by law.

For the example above, where we have a good developer where it makes sense having him in the board and as officer, we can do so, don't lose his great contributions, but also avoid a conflict of interest.

I clearly see the issues, but on the other hand I want to avoid we lose good people in the foundation's bodies just because of a "something bad might happen" clause. If we have good people, let them engage themselves.

Sure, you don't need to be a member of any board or have any role to engage yourselfe, but when it comes to certain things, board membership makes things much easier. Taking the developer example: A good developer with good oversight might be very helpful in shaping the board's strategy.

Florian

Hi Charles, all,

Charles-H. Schulz wrote (29-11-10 18:23)

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

   I have
  - some small edits, to make text more clear (IMO)

  - some suggestions for smaller improvements:
    - Chairperson and Chairman are used both for the same role. I would suggest to use Chairperson only.
    - I would not state that "Each Sponsor's representative is appointed for a term of one (1) year" but leave it to the Sponsors considerations.
    - for the elections of the BoD, at one place it reads that it is done by the ESC and CH, but at other places, it reads that ESC and CH can have a role in it.
      I would just say that they *do* have a role in it.
     - the word 'plaintiff' is of course right, but I guess rather unknown to non-native English speakers. Could it be simple replaces by 'accuser' or 'complainer' ?

Will sent all in an .odt.

Regards,
Cor

Hi, :slight_smile:

I am just nearing the end of reviewing the draft, and will post here
when done (maybe in 1 hour). Then it would be up to Charles to review
and revise. I have not changed any term and conditions (that is
obviously Charles' prerogative not mine), but I did do a little
re-ordering, with REVIEWER'S NOTEs to mark-up my changes/suggestions.

My humble suggestion would be to hold off on further edits until I
"check the draft in" again...?

BRB.

David Nelson

David Nelson wrote (03-12-10 17:47)

My humble suggestion would be to hold off on further edits until I
"check the draft in" again...?

   Thanks for this heads up - I just was to start reading/replying Michaels notes in the wiki. Will (try to) do that later today.

Ciao - Cor

Hi,

I caught your emails too late. I updated the text, incorporating some
of Michael's, Florian's and your comments.

Most important changes:
- BoD members all get elected each year
- Membership Committees does run the elections
- some of Florian's comments and requests for details requested.
- some membership renewal process eased or streamlined.

There are others too. At the end of the document I added a provision
that the BoD can alter the bylaws but cannot turn the whole thing into
a parody of community :-).

Best,
Charles.

Howdy,

General comment on the ByLaws.

Overall I'm quite happy with how the ByLaws are evolving, and I feel it
is getting very close to a final cut. I would suggest that there is a
good mix of checks and balances with one exception.

Reading over the last draft it appears there is quite a bit of power
being handed to the BOD, which is rather natural.

true:

The Officers of the foundation server at the pleasure of the board.

The ESC, in fact, exists at the pleasure of the board.

There is even a well defined and specific process for one member to ask
for the removal of another from the general membership.

What there is not, that I can see, is a way for the general membership
to remove the board, or a particular member of the board, beyond the
annual elections.

Consider the following situation:

The ESC makes a decision regarding the code that the BOD disagrees with
and exercises their rights under the ByLaws to place the ESC under
administration. Telling the ESC to either conform to the board's wishes
or to disband and allow the BOD to appoint a new ESC.

The general membership is completely locked out of the process from my
reading of the current ByLaws. What if the general membership however
sides with the ESC on the particular issue.

There should be a way for the membership, which through their vote is
after all the source of authority exercised by the BOD, to step in and
remove the board.

Firstly - this would be IMO an extraordinary circumstance of course, and
whatever mechanism one would put in place _must_ present a rather high
hurdle in order to trigger application.

Without offering any specific details on mechanics for the moment, what
I'm thinking of is a way for the general membership to call for an early
election of the board in such an extraordinary situation.

Any thoughts from others on this point?

Thanks much,

Drew

Hi Charles, :slight_smile:

I have finished reviewing... You would have to take a look at 5.1... I
proposed 2 variants there, and it looks as if my edits may have
overwritten yours? Maybe the wiki doesn't manage concurrent edits too
well... Looks like it would be wise for only 1 person at a time to
have the green light to work on the page until "checking the page back
in" by a notifying mail message?

There are still some comments by Michael in there... I put them in
uppercase for easy location...

HTH. :wink:

David Nelson

Hi, :slight_smile:

What there is not, that I can see, is a way for the general membership
to remove the board, or a particular member of the board, beyond the
annual elections.

Consider the following situation:

The ESC makes a decision regarding the code that the BOD disagrees with
and exercises their rights under the ByLaws to place the ESC under
administration. Telling the ESC to either conform to the board's wishes
or to disband and allow the BOD to appoint a new ESC.

The general membership is completely locked out of the process from my
reading of the current ByLaws. What if the general membership however
sides with the ESC on the particular issue.

There should be a way for the membership, which through their vote is
after all the source of authority exercised by the BOD, to step in and
remove the board.

Firstly - this would be IMO an extraordinary circumstance of course, and
whatever mechanism one would put in place _must_ present a rather high
hurdle in order to trigger application.

Without offering any specific details on mechanics for the moment, what
I'm thinking of is a way for the general membership to call for an early
election of the board in such an extraordinary situation.

i don't think I'd want a mechanism to go as far as discharging the
BoD, but maybe there could be a mechanism by which community members
could call for a ballot to be cast on a motion put forward by
concerned activists (kind of like organizing a petition)? This
mechanism would then provisionally block implementation of the
contentious decision until the vote has been held. The outcome of the
vote would be binding.

Is there a practical way to implement that?

David Nelson

Hi, :slight_smile:

> What there is not, that I can see, is a way for the general membership
> to remove the board, or a particular member of the board, beyond the
> annual elections.
>
> Consider the following situation:
>
> The ESC makes a decision regarding the code that the BOD disagrees with
> and exercises their rights under the ByLaws to place the ESC under
> administration. Telling the ESC to either conform to the board's wishes
> or to disband and allow the BOD to appoint a new ESC.
>
>...
>
> There should be a way for the membership, which through their vote is
> after all the source of authority exercised by the BOD, to step in and
> remove the board.
>
> Firstly - this would be IMO an extraordinary circumstance of course, and
> whatever mechanism one would put in place _must_ present a rather high
> hurdle in order to trigger application.
>
> Without offering any specific details on mechanics for the moment, what
> I'm thinking of is a way for the general membership to call for an early
> election of the board in such an extraordinary situation.

i don't think I'd want a mechanism to go as far as discharging the
BoD,

Hello David,

but maybe there could be a mechanism by which community members
could call for a ballot to be cast on a motion put forward by
concerned activists (kind of like organizing a petition)? This
mechanism would then provisionally block implementation of the
contentious decision until the vote has been held. The outcome of the
vote would be binding.

Actually I would not be in favor of this approach.

I would not want to go down a path of general membership binding
initiatives, the BOD, IMO, is the body to make decisions in all normal
circumstances.

So, this would be a highly circumscribed process with only one of two
possible outcomes: There is an early election of board members or there
is not.

Does that help to clarify my thinking here?

Thanks

Drew

Hi Drew,

drew wrote (03-12-10 19:08)

What there is not, that I can see, is a way for the general membership
to remove the board, or a particular member of the board, beyond the
annual elections.
[...]
Without offering any specific details on mechanics for the moment, what
I'm thinking of is a way for the general membership to call for an early
election of the board in such an extraordinary situation.

Any thoughts from others on this point?

Thanks a lot for this comment.
Though I expect the change that your example becomes reality is pretty small, I think the proposed possibility for the members to call on the BoD on their responsibility, should be a part of the by-laws.

Regards,
Cor

Hello Cor

Right, a clause that one writes with the hope it is never needed.

That said however; it is important, even more so IMO then having the
ability to call a special election at all, that the mechanism for doing
so is constructed such that it is not easily done. While not so onerous
that it is impossible.

So would you call an election because one person was unhappy, of course
not. What if ten people wanted it, or even 20% of the members, IMO no.
50%, maybe. 66% of the general membership calling for the chance to
change the makeup of the board - yes.

One thought here - The one year term for the board members lowers the
need for such a clause, but IMO doesn't drive it to zero.

Well, I'll look forward to reading the ideas of others on this and work
on refining a more specific proposal over the next one or two days.

Best wishes,

Drew

Hi, :slight_smile:

@mmeeks: Michael, what exactly do you mean by this phrase:

"Members agree to work and contribute to an egalitarian community,
where roles are not titles and do not grant any special privileges."

Does that mean that there will be no team leads? If so, how will one
be able to have sufficient authority to organize and direct work? :wink:
I think I don't understand... Could you explain, maybe, please?

David Nelson

Hi, :slight_smile:

but maybe there could be a mechanism by which community members
could call for a ballot to be cast on a motion put forward by
concerned activists (kind of like organizing a petition)? This
mechanism would then provisionally block implementation of the
contentious decision until the vote has been held. The outcome of the
vote would be binding.

Actually I would not be in favor of this approach.

Well, basically, what I'm saying is that the Community needs an
"emergency stop button" if the BoD starts acting in ways that go
contrary to the wishes of a large proportion of the community, without
having to wait for the next annual elections. If I'm not mistaken,
that's what you're saying, too. I'm waiting to hear more about your
concrete suggestions. But I'd be interested to hear the ideas of
Charles and the SC members about the basic idea I'm putting forward...
:wink:

David Nelson