[steering-discuss] Updated draft of the Community Bylaws

Board Discuss
#42

Hello,

call me mad, but I still have concerns about 4.6.2, Salaries, Remunerations and Expenses. Yes, it always gets weird when talking about money and positions, and I don't think we will hire hundreds of people in the next months, but anyways, wanted to share my concerns.

The bylaws in their current form give lots of powers to external contributing companies. The Foundation itself can hire officers and other people, but they are excluded from being in the board of directors, which actually has the most powers and sets strategies for the foundation.

Our current rules forbid any hired officer to be part of the BoD, ESC or AB. While I can understand that for the latter one (the AB consists of sponsors), it does not make sense for the former ones at all. Yes, I see the issues with people having too much influence, sitting on their seats, running into conflicts of interest - but the current rules mean that anyone who has a say in the foundation by being in the BoD, must do it either totally on his own, or be hired or paid for by one sponsor. Please don't say that you can also participate without being in the BoD. If that's the case, let's leave out all the BoD, because then anyone can do what they do. (You see the proposal doesn't work :slight_smile:

Don't you think this creates too much influence? We were talking about being independent foundation, but effectively the currenty bylaws mean that nobody will - no matter how much money we have - be solely part of the foundation with no ties to external companies, when being in the boards. Anyone who wants to engage himself in the BoD or other body, shaping the strategie of the foundation, will have to be as rich that he can do it in his free time, or be hired by an external contributor.

I think this is the wrong direction. I guess that our concerns can be solved otherwise. If we have money, good people with good intent - why are they forced to look for an external company to hire them? We're making things much more complicated than they have to be.

The current rule also has another drawback, that I've already shown: If we have let's say a great paid developer, he surely wants to be in the ESC. But then, he's not allowed to work as officer for his area. Does this really make sense? Does he really have to decide which body he belongs to?

Believe me, I see the concerns that we then have nine people running the board and all other important roles with no chance for fresh blood to step in, and we clearly should avoid that and any conflict of interest. However, why do we as foundation try to raise money, and then require externals to pay all the people who are in a board?

I see it's a bit of a hot topic, and talking about money is always bad, so now feel free to grab your stones and throw them at me. :slight_smile: I've been with the community for a long time, and I've seen the different chances corporate-hired people have compared to those non-hired. I clearly want to avoid that distinction for the foundation, making us independent from corporate sponsors in first place. If we have money, let's spend it wisely, get the good people, and let's not put ourselves into too strict rules.

That being sad - have a happy and warm second advent :slight_smile:
Florian

#43

David,

I'd like to answer Florian's mail in details -or think about it further- but
I do like your suggestions below (all of them). Mind adding them yourself?
My bandwidth is... low today and I'm with my family.

Thanks,

Charles.

#44

Hi,

I'd like to answer Florian's mail in details -or think about it further- but
I do like your suggestions below (all of them). Mind adding them yourself?
My bandwidth is... low today and I'm with my family.

I just had a chat with Charles and we discussed about that.

My take is that we put ourselves (TDF people, hired or volunteer) into a worse situation than our contributors. If Director of Development at XYZ Corporation wants to join the BoD, he can, and he is paid for his regular duties. If a Director of Development at TDF wants to join the BoD, he cannot. Why do we put ourselves into that situation?

I'm fine if our BoD has more corporate representatives than TDF ones, but I want to avoid that we just cannot have TDF people in there, because of our own rules. This means that we exclude people from joining the bodies and shaping TDF, just because they are with TDF. With the current bylaws, even someone working with TDF purely volunteer and having an unpaid officer role cannot be a part of the BoD, so it's not even about money - it's about fairness about who is "eligible" to run for a vote in the board.

Hope that makes it a bit more clear. :slight_smile:

Charles will clarify in the bylaws that officers - except for chairman, executive director, legal and financial officers - can be part of any committee. The four mentioned officers cannot be part of BoD or AB.

Hope that makes thins a bit more clear.

Florian

#45

Hello Florian, all,

Hi,

I'd like to answer Florian's mail in details -or think about it further-

but
I do like your suggestions below (all of them). Mind adding them yourself?
My bandwidth is... low today and I'm with my family.

I just had a chat with Charles and we discussed about that.

My take is that we put ourselves (TDF people, hired or volunteer) into a
worse situation than our contributors. If Director of Development at XYZ
Corporation wants to join the BoD, he can, and he is paid for his regular
duties. If a Director of Development at TDF wants to join the BoD, he
cannot. Why do we put ourselves into that situation?

I'm fine if our BoD has more corporate representatives than TDF ones, but I
want to avoid that we just cannot have TDF people in there, because of our
own rules. This means that we exclude people from joining the bodies and
shaping TDF, just because they are with TDF. With the current bylaws, even
someone working with TDF purely volunteer and having an unpaid officer role
cannot be a part of the BoD, so it's not even about money - it's about
fairness about who is "eligible" to run for a vote in the board.

Hope that makes it a bit more clear. :slight_smile:

Charles will clarify in the bylaws that officers - except for chairman,
executive director, legal and financial officers - can be part of any
committee. The four mentioned officers cannot be part of BoD or AB.

Hope that makes thins a bit more clear.

Yes indeed. So I made two small modifications, one in the officers '
definition and one in the business and transparency subsection.
The CH, ED and the legal and financial officers, as well as any other
potential officers can join any committee and team they want. Except for the
BoD and the AB that the four officers cannot get elected to, and thus cannot
join.

Another modification I made: the solemn address start of process (when
people look for 30% of active members to undersign the address) cannot last
more than one month (otherwise we would have lingering campaigns anti BoD...

best,

Charles.

#46

Hi, :slight_smile:

David,

I'd like to answer Florian's mail in details -or think about it further- but
I do like your suggestions below (all of them). Mind adding them yourself?
My bandwidth is... low today and I'm with my family.

Thanks,

Charles.

Oh, sure, great, will do that now. Thanks for your trust in this. :slight_smile:

David Nelson

#47

Hi,

Hi, :slight_smile:

> David,
>
> I'd like to answer Florian's mail in details -or think about it
> further- but I do like your suggestions below (all of them). Mind
> adding them yourself? My bandwidth is... low today and I'm with my
> family.
>
> Thanks,
>
> Charles.

Oh, sure, great, will do that now. Thanks for your trust in this. :slight_smile:

David Nelson

I would like -if David is done with the additions- to call for a last
review of the text. Tomorrow morning, we will declare the bylaws
adopted if nothing major is objected.

Thank you everyone,

#48

Hi, :slight_smile:

I would like -if David is done with the additions- to call for a last
review of the text. Tomorrow morning, we will declare the bylaws
adopted if nothing major is objected.

I put them in already. :wink:

David Nelson

#49

We should think about announcing the Community Bylaws with a media alert (I would avoid writing a press release as there is already a huge amount of meat in the document). I think that we should address journos who have reported about TDF with a personal email.

#50

+1. Can you prepare some text?

#51

Charles-H. Schulz wrote (05-12-10 18:20)

I would like -if David is done with the additions- to call for a last
review of the text. Tomorrow morning, we will declare the bylaws
adopted if nothing major is objected.

(Nothing major: but I still see one occurrence of Chairman, where the officers are mentioned.)

Thank you everyone,

+ :slight_smile:

#52

Hi, :slight_smile:

(Nothing major: but I still see one occurrence of Chairman, where the
officers are mentioned.)

Fixed. :wink:

David Nelson

#53

Hi,

I would like -if David is done with the additions- to call for a last
review of the text. Tomorrow morning, we will declare the bylaws
adopted if nothing major is objected.

one last thought from my side. :slight_smile: I think it will be hard to do, but wanted to throw in the idea anyways:

The goal for the Foundation is to become independent from one single corporate sponsor. Independence is the key. By the current bylaws, in the worst case, two or three corporate sponsors could "take over" the BoD, dismiss officers, CEO and ED, and we've once again lost the independence we always wanted.

Yes, I know this is a bit of weird paranoia, and I don't think it will ever happen. :slight_smile: However, might it make sense to add one more rule that at least one or two seats of the BoD have to be staffed by paid or independent TDF members, by people not belonging to corporate sponsors (even if that is hard to verify)?

It's early in the morning, so if the thought is weird, just ignore it. :slight_smile:

Florian

#54

Hi Florian,

Florian Effenberger wrote (06-12-10 07:44)

The goal for the Foundation is to become independent from one single
corporate sponsor. Independence is the key. By the current bylaws, in
the worst case, two or three corporate sponsors could "take over" the
BoD,...

If those two or three employ so many developers on LibO that they can have a very large majority when voting for BoD seats, that could happen.
But hey, two or three major sponsors cooperating in such an harmonius way in the project, would be so great :wink:

Cor

#55

Hi,

If those two or three employ so many developers on LibO that they can
have a very large majority when voting for BoD seats, that could happen.
But hey, two or three major sponsors cooperating in such an harmonius
way in the project, would be so great :wink:

generally, yes, but on the other hand, this once again makes us very dependent, while we claim to be independent. Who can ensure that decisions are not made just for corporate benefit (once again playing paranoia)? :slight_smile:

Well, I'm totally undetermined on this point, so just as a thought from my side. :slight_smile:

Florian

#56

Last call: are we good on this?

best
Charles.

#57

Hello Charles, Florian, et al,

The document reads like a final statement of intentions for me.

Florian's earlier points regarding not excluding all TDF employees from
the board made good sense, particularly given the size of the foundation
currently,and a board consisting of 9 members, fewer board members (half
that) and I might disagree.

The one month governor in the solemn address clause I think was a good
addition. Opening us up to unwarranted agitation in the community was my
biggest concern in raising the point regarding a call for early
elections and this is a good way to mitigate that risk.

As for the later points on future full autonomy vs control by a small
group of corps. I think in the end there is no way to codify that risk
away, it just comes down to the people here. I would suggest that if the
board members act as stewards versus owners of the roles they take on
for the community, then the community and therefor the foundation should
flourish, independently. Given what I know of, who I know here, my
belief is that there is a good chance of just that happening.

IMO the likelihood of our staying independent, is much more dependent,
on the next phase of the Foundation's history. Constructing by
convention and act, rather then text, the 'nitty gritty' details of how,
as teams we will work together.

Guess that's a long winded +1 on the current draft as final.
(typos not withstanding :slight_smile:

Drew Jensen

#58

Hello Drew,

Well spoken. And with that, I declare the Community Bylaws adopted
(provided nobody from the SC punches me in the face right away)...

Huzzah!
Charles.

#59

Hi Charles, :slight_smile:

Hello Drew,

Well spoken. And with that, I declare the Community Bylaws adopted
(provided nobody from the SC punches me in the face right away)...

Huzzah!
Charles.

Does this mean I can now call you Monsieur Le President?

Great news that we now have the bylaws (or bye-laws!)

David Nelson

#60

Thanks to everyone for their work!

#61

Florian Effenberger 05 dicembre 2010 20.55:

+1. Can you prepare some text?

Yes, I will do it today or tomorrow. In any case, we must wait at least a couple of days before we can distribute another announcement.

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