Hey Florian No worries. I hadn't seen your email yesterday either, I'll also amend the text this afternoon...
Best, Charles. Le Thu, 02 Dec 2010 16:53:43 +0100, Florian Effenberger <flo...@documentfoundation.org> a écrit : > 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. :-) 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. :-) > > - 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. :-) And > again, sorry for stepping in so late! > > Florian > -- Unsubscribe instructions: E-mail to steering-discuss+h...@documentfoundation.org List archive: http://www.documentfoundation.org/lists/steering-discuss/ *** All posts to this list are publicly archived for eternity ***
