[steering-discuss] Updated draft of the Community Bylaws

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).

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