Re: [steering-discuss] Community bylaws

2010-11-25 Thread Florian Effenberger

Hi,

Charles-H. Schulz wrote on 2010-11-24 16.40:

Well, we do have lawyers to, for instance we have Gianluca here (but
I'm sure there are others) and also Florian Effenberger who despite any
evidence of the contrary, is not a system administrator:-)


thanks for the flowers, as we say in Germany. ;-)

At the moment I'm busy with preparing talks, will give three over the 
weekend regarding LibO/TDF, but I will have a closer look on Sunday on 
the draft.


Sorry I didn't find time to respond earlier, but have been on the road a 
lot these days... but mostly for TDF/LibO. :-) :-)


Florian

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Re: [steering-discuss] Community bylaws

2010-11-25 Thread Michael Meeks
Hi Bernhard,

On Wed, 2010-11-24 at 23:27 +0100, Bernhard Dippold wrote:
> one question on the ESC:

Sure !

> What I only see described between the lines, is something we should 
> consider, as is has led to a very disappointing situation in OOo:

:-)

> Can ESC decide on topics related not only to coding and development, but 
> influencing larger parts of the community?

Well; I guess we need some final decision making power on all detail
going into the binaries we ship, which IMHO should be the ESC falling
back to the board for highly contentious topics.

> Probably all of you know about the OOo-ESC decision on implementing the 
> color"less" ODF icons.

Oh - grief; my input in those meetings was extremely -scathing- on this
topic, perhaps Rene / Thorsten can remember. Since I'm not an artist I
consulted our artists, and they rejected the idea of 'ODF' labels on
icons, and the icons themselves on the basis of l10n, not fitting with
the existing platform icon sets etc. The idea was pretty much a poor
joke from my perspective.

> The topic has been discussed in an ESC meeting, where nobody objected 
> loud

Nah - I objected pretty vigorously; but there was no real point in
fighting Sun/Oracle on this - we had abandoned hope of improvement
around here anyway; we just said something like "you go ahead, we will
not" ;-)

> , then presented in a blog entry after the first version had been 
> finished and despite very strong opinions against their implementation 
> implemented in OOo3.2.1 with the negative feedback foreseen by their 
> critics.

Entirely predictable in my view.

> I don't want to experience another similar situation - well knowing, 
> that the OOo-ESC is special because of Oracle.

I think Oracle was the key here; the OO.o art team (Stella) never
seemed to interact well with the community, in my experience. eg. Novell
tried to provide an entirely new high color icon theme, assigned it all
to Sun, but Stella instead of joining in just duplicated it all ;-) etc.
We shouldn't let that sort of thing happen in future.

> The Bylaws state that the ESC "provides technological guidance on 
> strategic matters". That's guidance, not decision.

IMHO - it is poorly phrased; it should be the 1st port of call for
technical and product decisions. As such, it needs to include active QA,
UX, etc. people whenever their input is needed.

> Will the BoD be the entity to decide in such a situation?

And escalate here, on the odd occasions it is necessary.

> Sorry for coming up with such a more or less hypothetical case, but I 
> really want to avoid problems as we had them in OOo...

Sure - makes sense; I really think this was down to the pathology of
the Sun situation; and I'm optimistic that by being inclusive we can
have a better outcome. Having said that - adding too many stake-holders
with a love of saying "no" to the process has its own risks too - we
need to take some decisions that not everyone will like.

Does that make some sense ?

HTH,

Michael.

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Re: [steering-discuss] Community bylaws

2010-11-24 Thread Cor Nouws

Hi ,

Bernhard Dippold wrote (24-11-10 23:51)


Vote only once a year (as any election draws action from the "normal"
tasks a shorter term will take too much resources) and elect all BoD
members.


Voting each year for all members, that can serve for two years 
consecutively, requires that from our community every year on average 
4-5 new people (with 9 BoD members) stand up. People that are known, 
qualified, have time, like to do the work and cooperate in the team. 
Each year.

Do we think it it reasonable to expect or ask that?

Cor

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Re: [steering-discuss] Community bylaws

2010-11-24 Thread Bernhard Dippold

Hi Michael, Cor, all,

I didn't think of the overall sight, so now I have to change my voting:

Michael Meeks schrieb:

Hi guys,

On Sat, 2010-11-20 at 01:57 +0100, Bernhard Dippold wrote:

Cor Nouws schrieb:

Has been considered that this leads to a situation where each year
people have to get used to the tasks, the other board members etc. so
that maybe it is a bit inefficient?


This is fairly normal, and there is usually both change and continuity
in things like the GNOME board. Also, old-timers are usually around and
willing to help out mentoring / getting people up-to-speed.


I think, there is one point we should consider as important:

Re-election.

If the BoD does their work really good, I'm quite sure that the majority 
of them will be re-elected in the next election.


This would allow continuity as well as "fresh blood" (the percentage of 
new members is correlated with the community's satisfaction on their 
last term).



Well, that is a good question. My personal take was at first for a 2
years mandate. Then some others thought that 6 months would be good. I
sliced the apple into two :)


I like a year-long term; it seems a good balance.


In line with this, I would propose split elections: Appr. 50% of the
seats each year.

+1


With regard to STV I prefer Michael's approach now:

Vote only once a year (as any election draws action from the "normal" 
tasks a shorter term will take too much resources) and elect all BoD 
members.


We might or might not recommend to stay for two election rounds, so at 
least some of the present BoD members will stand for continuity, unless 
their direction didn't reflect the community's opinion.


We should try to find some kind of balance after the first term where 
some of the BoD members don't stand up for re-election, so that the 
groups able to be re-elected are more or less same size every year.


In my understanding STV is much more valid for larger entities than for 
only three or four members (where probably two will be re-elected). 
Therefore I'd vote for a one year election period where all members are 
able to get feedback on their work, if they decide to stand for re-election.


Best regards

Bernhard

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Re: [steering-discuss] Community bylaws

2010-11-24 Thread Bernhard Dippold

Hi Michael, all,

one question on the ESC:

Michael Meeks schrieb:

Hi Drew,

On Fri, 2010-11-19 at 07:56 -0500, drew wrote:

[...]



The ESC, do you see this as a very active group, for instance working as
the release team, meeting often and looking at individual issues?


Wrt. looking at individual issues, probably not - unless they have wide
reaching consequences; but to better co-ordinate on the burning issues
of the day, and have a final say on things like:

"Do we port entirely to Java" (I think 'no' but ... ;-)

And to be a responsible backstop for technical issues - which often
simply require a decision - any decision being far better than none.


I fully understand the necessity for an entity to decide on mere 
technical issues.


What I only see described between the lines, is something we should 
consider, as is has led to a very disappointing situation in OOo:


Can ESC decide on topics related not only to coding and development, but 
influencing larger parts of the community?


Probably all of you know about the OOo-ESC decision on implementing the 
color"less" ODF icons.


The topic has been discussed in an ESC meeting, where nobody objected 
loud, then presented in a blog entry after the first version had been 
finished and despite very strong opinions against their implementation 
implemented in OOo3.2.1 with the negative feedback foreseen by their 
critics.


I don't want to experience another similar situation - well knowing, 
that the OOo-ESC is special because of Oracle.


But every now and then there will be a situation, where developer have a 
certain opinion on strategic decisions and directions of development. 
Marketing and / or UX might think differently. As the developer are the 
ones able to include their solution in the product, they have a quite 
strong position. How can we assure that other groups' expertise will 
have the same impact?


The Bylaws state that the ESC "provides technological guidance on 
strategic matters". That's guidance, not decision.


Will the BoD be the entity to decide in such a situation?

On which list do we discuss strategic matters at all?

Marketing? Discuss? Steering-Discuss?
A closed list to avoid counter-activity by our competitor(s)?

Sorry for coming up with such a more or less hypothetical case, but I 
really want to avoid problems as we had them in OOo...


Best regards

Bernhard

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Re: [steering-discuss] Community bylaws

2010-11-24 Thread Cor Nouws

Michael Meeks wrote (22-11-10 18:08)

Hi there,

On Mon, 2010-11-22 at 21:03 +0800, David Nelson wrote:

It seems that there are still some big ambiguities that would need to
be resolved:


Well detected :-)


"The Chairperson is elected by a special electoral college comprised
of the BoD, the AB and and the ESC (however, ESC members who are also
members of the BoD can only cast one single vote in this election,


Oh - wow, what is the ESC doing in that mix. I would prefer that the
board simply elect the chairman, who is just a member of the board that
has some special meeting management role :-)


Doesn't the chair has a representation role too?


Hopefully that de-complicates the whole process; then again I havn't
read the proposal in full recently.

I believe there is a -huge- danger of over-engineering any constitution
- particularly when you get engineers near it :-) and ending up with
some huge joke like the OO.o governance - where obscure rules seemed to
breed in dark corners :-)

HTH,

Michael.



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Re: [steering-discuss] Community bylaws

2010-11-24 Thread David Nelson
Hi, :-)

On Wed, Nov 24, 2010 at 00:52, Charles-H. Schulz
 wrote:
> yup. But after Michael's points, I also think we might clarify and
> simplify all this a great deal. In a nutshell
>
> 1) the ESC does not get to vote, it's not elected, and it's a technical
> body. The AB can propose candidate(s), but cannot vote.
> 2) BoD appoints the CH, by vote or by consensus. People can nominate
> themselves and send their nomination to the BoD no later  than 2 months
> before the election date. The AB can also nominate one or several
> candidates and sends the name(s) to the BoD no later than 2 months
> before the election.
>
> That way, it's easier and faster. Any thoughts?
>
> Best,
> Charles.

Yes, I get the idea. If it's alright with you guys, I'll figure out
how to draft that in, and will give a heads-up when I've done so (over
the next 24 hours, because I'm slave to a client for the coming
hours). Is that OK?

Also, I have an idea about a couple of legal experts I could contact
and, if they're willing, invite them to jump in on this thread and
maybe help arrive at some really bullet-proof bye-laws... should I do
that?

David Nelson

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Re: [steering-discuss] Community bylaws

2010-11-22 Thread Michael Meeks
Hi there,

On Mon, 2010-11-22 at 21:03 +0800, David Nelson wrote:
> It seems that there are still some big ambiguities that would need to
> be resolved:

Well detected :-)

> "The Chairperson is elected by a special electoral college comprised
> of the BoD, the AB and and the ESC (however, ESC members who are also
> members of the BoD can only cast one single vote in this election,

Oh - wow, what is the ESC doing in that mix. I would prefer that the
board simply elect the chairman, who is just a member of the board that
has some special meeting management role :-)

Hopefully that de-complicates the whole process; then again I havn't
read the proposal in full recently.

I believe there is a -huge- danger of over-engineering any constitution
- particularly when you get engineers near it :-) and ending up with
some huge joke like the OO.o governance - where obscure rules seemed to
breed in dark corners :-)

HTH,

Michael.
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Re: [steering-discuss] Community bylaws

2010-11-22 Thread David Nelson
Hi, :-)

Having been given permission to proofread and revise the initial
draft, I presumed it would be OK to do the same for subsequent
amendments. I hope I did not overstep myself there; if I did, please
say so and I will, of course, desist. However, I came up with a
revised text as below (it simply states exactly the same things, but
re-worded).

It seems that there are still some big ambiguities that would need to
be resolved:

"The Chairperson is elected by a special electoral college comprised
of the BoD, the AB and and the ESC (however, ESC members who are also
members of the BoD can only cast one single vote in this election,
regardless of their membership of both bodies). The vote by this
special college is not decided by the votes of the individual members
taken as a whole; instead, each respective body holds a vote among its
members, and returns a nomination of one candidate (a specific list of
names, or one name only, will have been submitted by the BoD and the
AB). The three bodies therefore arrive at a shortlist of three
nominees. If one of the three nominees has a majority within the
shortlist (has two votes out of three, or is a unanimous choice), the
outcome is deemed to be decisive and the electoral process is
concluded. However, if three different people are nominated, then a
conciliation process takes place, with the aim of eliminating one
nominee and making a choice between two nominees only. The
Chairperson's term of office is two (2) years, but he/she can serve as
many terms as are seen fitting."

1) "(however, ESC members who are also members of the BoD can only
cast one single vote in this election, regardless of their membership
of both bodies)": So which body do they cast their vote in? How and
when is that decision taken? The choice could change the outcome of
the voting.

2) "(a specific list of names, or one name only, will have been
submitted by the BoD and the AB)": How would the list be drawn up?
Perhaps you need at least a cross-reference to another clause in the
bye-laws that resolves that question? If there's only one name, then
there would be no point in voting at all...

3) "However, if three different people are nominated, then a
conciliation process takes place, with the aim of eliminating one
nominee and making a choice between two nominees only.": That could
give rise to a difficult situation... IMHO, you would need to
establish a clear procedure for this, to avoid some tense deadlocks in
the future...

HTH.

David Nelson

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Re: [steering-discuss] Community bylaws

2010-11-22 Thread Michael Meeks
Hi guys,

On Sat, 2010-11-20 at 01:57 +0100, Bernhard Dippold wrote:
> Cor Nouws schrieb:
> >>> Has been considered that this leads to a situation where each year
> >>> people have to get used to the tasks, the other board members etc. so
> >>> that maybe it is a bit inefficient?

This is fairly normal, and there is usually both change and continuity
in things like the GNOME board. Also, old-timers are usually around and
willing to help out mentoring / getting people up-to-speed.

> >> Well, that is a good question. My personal take was at first for a 2
> >> years mandate. Then some others thought that 6 months would be good. I
> >> sliced the apple into two :)

I like a year-long term; it seems a good balance.

> > In line with this, I would propose split elections: Appr. 50% of the
> > seats each year.
> +1

So - I havn't got to looking at this in detail yet; but I strongly
recommend a 'fair' voting scheme - such as used by GNOME - ie. STV. This
makes it very difficult for a contributor with 51% of the votes to get
100% of the seats [ which 1st past the post assures ].

However - the obvious benefits of STV are really watered down by a
smaller electorate due to rounding errors; obviously, if (using STV) you
elect one person at a time, you have some of the first-past-the-post
problems.

Then, there is the admin overhead of elections, and the problems of
getting people to vote more regularly.

Thus, overall - I would strongly recommend a single, big vote, once per
year to elect everyone - and not worry about the continuity issues: they
tend to fix themselves. The electorate tends to value such things as
"experience" in the candidate's statements.

HTH,

Michael.

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Re: [steering-discuss] Community bylaws

2010-11-19 Thread Bernhard Dippold

Cor Nouws schrieb:

Charles-H. Schulz wrote (14-11-10 13:49)


I have a question about the Board of Directors. I see that the draft
says all members are chosen every year (from the Community Members)
and that one can be member only twice consecutively.
Has been considered that this leads to a situation where each year
people have to get used to the tasks, the other board members etc. so
that maybe it is a bit inefficient?


Well, that is a good question. My personal take was at first for a 2
years mandate. Then some others thought that 6 months would be good. I
sliced the apple into two :)


I have seen many council and board tables, but never met rules with less
then three years for membership.
Of course nowadays all and everything (and especially we) is much
faster, but IMO two years is the bare minimum to prevent spoiling lots
of time on learning each other and the work so often, and to reach some
continuity and stability.

In line with this, I would propose split elections: Appr. 50% of the
seats each year.

+1

Bernhard

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Re: [steering-discuss] Community bylaws

2010-11-19 Thread drew
On Fri, 2010-11-19 at 12:13 +, Michael Meeks wrote:
> This is how GNOME works; thus far the 'release team' has not gone bad,
> and plenty of people have come and gone through the team.
> 
> > Good suggestions, though I'd like a fixed number of ESC members too.
> 
> On the contrary; I would like it flexible; so if RedFlag
> joins, or IBM
> joins, we can immediately offer them permanant representation (eg.)
> rather than having to pick who to kick off ;-) or waiting for another
> election cycle.
> 
> Meritocracy is great, but a quiet, relational process works
> rather well
> too IMHO, and having a small group of people who can actually decide
> things and work together effectively is really useful. 

Hi,

May I ask here then, the term 'release team' is used above and this is a
question that has been on my mind for a few days.

I suppose this is a question specifically for Michael, but not
exclusively so. 

The ESC, do you see this as a very active group, for instance working as
the release team, meeting often and looking at individual issues?

Thanks much,

Drew


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Re: [steering-discuss] Community bylaws

2010-11-19 Thread Michael Meeks
Hi Gianluca,

On Sun, 2010-11-14 at 15:50 +0100, Gianluca Turconi wrote:
> This is to say: both BoD and ESC with a fixed number of members should 
> be elected from "members" and "members-developers"

That might work; its not a terrible idea. Then again - I am not aware
of any other project where the maintainers are elected ;-) 

> So corporations and governments would have a direct role in both the 
> political and technical bodies without a predominance of anybody.

I -really- think that an informal approach, where large contributors
are invited to join the ESC (don't like the name frankly), and we have a
healthy mix of volunteers works best.

Clearly the elected representatives can replace the ESC if it goes bad
- a useful check on their influence.

> Let's say corporation X and government Y gain enough members to control 
> the ESC. Economically speaking, they can form a cartel and exclude any 

Lol ;-) 

> No enlargement of the ESC would prevent such situation, because no 
> enlargement would be permitted at all by the dominant members.
..
> Just like Oracle with OOo.

It is possible in theory. Of course, elections are not without their
potential problems too: creating division, disgruntled loosers, and
campaigning over political points in the (often fragile) volunteer
developer community

> However, the ESC isn't simply a technical meeting place. In a software 
> project, devs do *the* work, so they have the real power.

Sure - so we need to make the ESC reflect those doing the actual work,
but this is non-controversial IMHO. Even Oracle managed to do this
reasonably well: we had IBM, Novell, RedHat, Canonical etc. there - the
problem there was not a lack of representation.

> And ESC, IMO, with its unknown number of members and cooptation, is
> more likely open to external and uncontrolled bid for power.

As/when the ESC turns bad; it should be easy to see. Then we can get it
kicked out and re-formed by the board.

This is how GNOME works; thus far the 'release team' has not gone bad,
and plenty of people have come and gone through the team.

> Good suggestions, though I'd like a fixed number of ESC members too.

On the contrary; I would like it flexible; so if RedFlag joins, or IBM
joins, we can immediately offer them permanant representation (eg.)
rather than having to pick who to kick off ;-) or waiting for another
election cycle.

Meritocracy is great, but a quiet, relational process works rather well
too IMHO, and having a small group of people who can actually decide
things and work together effectively is really useful.

ATB,

Michael.

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Re: [steering-discuss] Community bylaws

2010-11-18 Thread Charles-H. Schulz
Cor,

2010/11/18 Cor Nouws 

> Volker Merschmann wrote (16-11-10 22:14)
>
>
>
>  I have a question about the Board of Directors. I see that the draft says
>>> all members are chosen every year (from the Community Members) and that
>>> one
>>> can be member only twice consecutively.
>>> Has been considered that this leads to a situation where each year people
>>> have to get used to the tasks, the other board members etc. so that maybe
>>> it
>>> is a bit inefficient?
>>>
>>>  In this point I'm with Cor.
>> The duties of the BOD as written in
>> http://wiki.documentfoundation.org/CommunityBylaws#Board_of_Directors
>> are of high importance for the development of the whole project and
>> therefore long-term-orientated. They will be the premium contact for
>> other projects, authorities, commercial contributors etc.
>> I would recommend to drop the re-election limit in favor for a
>> continous work of the BOD.
>>
>
> A limit to re-election is good to get fresh blood and to prevent people
> becoming part of the furniture.
> And two years twice makes four. So that is pretty OK to benefit from
> learning a job, the contacts etc. IMO,



I fully second both your suggestion (the one above + the renewal at 50% each
year).

Best,
Charles.

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Re: [steering-discuss] Community bylaws

2010-11-15 Thread David Nelson
Hi Charles, :-)

On Tue, Nov 16, 2010 at 00:33, Charles-H. Schulz
 wrote:
> David,
>
> thank you very much for this! It looks good to me, and your reviewers'
> note is also on the point, please leave the sentence as you translated
> it.
>
> best,
> Charles.

OK, cool, removed the note. :-)
It was a pleasure. Feel free to feed me more. :-)

David Nelson

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Re: [steering-discuss] Community bylaws

2010-11-15 Thread Charles-H. Schulz
Hello Gianluca,

Le Sun, 14 Nov 2010 15:50:28 +0100,
Gianluca Turconi  a écrit :

> Il 14/11/2010 14.29, Charles-H. Schulz ha scritto:
> 
> >> 1) Quotation from the draft: "The Engineering Steering Committee
> >> (ESC) is made of developers who are coopted (i.e, there's no need
> >> for election and there can be as many members of the ESC as
> >> needed)."
> >>
> >> question: *must* these developers be Foundation *members* at the
> >> same time too?
> >
> > Your question is giving me the opportunity to clarify something
> > which is in the bylaws but it needs to be clearly written: the
> > foundation itself (the legal entity) will not/shall not have members
> > per se.
> 
> OK. It works like in Italy.
> 
> So, we're now *formally* speaking about a real Foundation, not an
> "Association" with members.


Yes. Although this notion fades away as soon as you're into an
Anglo-Saxon context. But so far, we intend to have a real foundation,
if we can't, we'll still keep the "formal setting" and concept of a
foundation. 

> 
> Therefore, if I'm not wrong, there is a whole part of the bylaws that
> is "informal" (membership, board election, ...), this is to say it is
> not legally enforceable in a country like France or Italy. Or it is 
> partially enforceable only.


Yes, and this is why we named them "community bylaws" and not a
"Foundation bylaws" or "statutes". So this document is what we do on a
daily basis, not an establishment of an entity. But we do intend to
follow these bylaws, as they will be the one ruling how we work and
collaborate. 

> 
> That's just fine, IMO, as far as the (individual) "members" exactly
> know what their *real*, legally enforceable rights are. In a
> sentence: where the Foundation ends and the Community begins.

Yes. 
> 
> Corporations and administrations understand this kind of stuff better 
> than individual persons. ;-)
> 
> >> possible issue: sponsored developers can be coopted by other
> >> developers and their employer can gain more powers/rights other
> >> than the seat in the Advisory Board.
> >
> > Yes it is a risk, but then there is also social pressure, that works
> > in two ways. What would you suggest ?
> 
> A balance of powers. :)
> 
> This is to say: both BoD and ESC with a fixed number of members
> should be elected from "members" and "members-developers" and a
> maximum % of those seats reserved to main sponsors. AB with its
> advisory role remains for *all* sponsors.

Well, I don't wish to discriminate that much; see my proposed provision
for the three members of the BoD as being employees of the same
company. As for the ESC, I do believe that (aside the solution
discussed for the Chairman's election) we should thus have either a
limit on its members with equal or similar provision put on the number
of employees of a same corporation, and a specific number of members
(we can have a variation and a ratio if needed).

best;

-- 
Charles-H. Schulz
Membre du Comité exécutif
The Document Foundation.

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Re: [steering-discuss] Community bylaws

2010-11-15 Thread Charles-H. Schulz
David,

thank you very much for this! It looks good to me, and your reviewers'
note is also on the point, please leave the sentence as you translated
it.

best,
Charles. 

Le Mon, 15 Nov 2010 09:52:00 +0800,
David Nelson  a écrit :

> Hi, :-)
> 
> On Mon, Nov 15, 2010 at 01:07, Charles-H. Schulz
>  wrote:
> > Le Sun, 14 Nov 2010 21:30:58 +0800,
> > David Nelson  a écrit :
> >
> >> Hi, :-)
> >>
> >> Could i have permission to proofread the draft community bye-laws
> >> purely from a grammatical and punctuation viewpoint, and make the
> >> necessary corrections, so as to eliminate these little things from
> >> your debate, so that people can be discussing just the real meat of
> >> the matter?
> >
> > Oh please do! :)
> >
> > thank you,
> >
> > Charles.
> 
> OK, I finished reviewing. In the end, I rewrote quite extensively, but
> without changing the original meanings of sentences. There is one
> sentence that requires checking, but its marked REVIEWER'S NOTE. I
> think readers will find it clearer, so maybe fewer questions...
> 
> I'm going to have a last look after a few hours sleep.
> 
> HTH. ;-)
> 
> http://wiki.documentfoundation.org/index.php?title=CommunityBylaws
> 
> David Nelson
> 



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Re: [steering-discuss] Community bylaws

2010-11-14 Thread David Nelson
Hi, :-)

On Mon, Nov 15, 2010 at 01:07, Charles-H. Schulz
 wrote:
> Le Sun, 14 Nov 2010 21:30:58 +0800,
> David Nelson  a écrit :
>
>> Hi, :-)
>>
>> Could i have permission to proofread the draft community bye-laws
>> purely from a grammatical and punctuation viewpoint, and make the
>> necessary corrections, so as to eliminate these little things from
>> your debate, so that people can be discussing just the real meat of
>> the matter?
>
> Oh please do! :)
>
> thank you,
>
> Charles.

OK, I finished reviewing. In the end, I rewrote quite extensively, but
without changing the original meanings of sentences. There is one
sentence that requires checking, but its marked REVIEWER'S NOTE. I
think readers will find it clearer, so maybe fewer questions...

I'm going to have a last look after a few hours sleep.

HTH. ;-)

http://wiki.documentfoundation.org/index.php?title=CommunityBylaws

David Nelson

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Re: [steering-discuss] Community bylaws

2010-11-14 Thread David Nelson
Hi, :-)

On Mon, Nov 15, 2010 at 01:07, Charles-H. Schulz
 wrote:
> Oh please do! :)
>
> thank you,
>
> Charles.

Great, I'll do it now. :-)

David Nelson

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Re: [steering-discuss] Community bylaws

2010-11-14 Thread Charles-H. Schulz
Le Sun, 14 Nov 2010 14:28:09 +0100,
Karl-Heinz Gödderz  a écrit :

> Hi Charles-H.,

... or Karl-... Heinz :) (that's also my german version)
> 
> 
> Charles-H. Schulz schrieb:
> > Hello Karl-Heinz,
> >   
> >> "The BoD shall meet preferably meet ..."
> >>
> >> could be a meet to much?
> >> 
> >
> > Sorry? I don't understand your question.
> >   
> In the section "Transparency, ..." there in the second paragraph(?)
> second sentence:
> 
>  "BoD shall _meet_ preferably _meet_ each week ..."
> 
> I wanted to ask if the word meet is double.
> 
> Sorry for irritating.

No irritation at all! I see your point and yes, there's a doubling.

best,
Charles.


> Karl-Heinz
> 
> 


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Re: [steering-discuss] Community bylaws

2010-11-14 Thread Charles-H. Schulz
Le Sun, 14 Nov 2010 21:30:58 +0800,
David Nelson  a écrit :

> Hi, :-)
> 
> Could i have permission to proofread the draft community bye-laws
> purely from a grammatical and punctuation viewpoint, and make the
> necessary corrections, so as to eliminate these little things from
> your debate, so that people can be discussing just the real meat of
> the matter?

Oh please do! :)

thank you,

Charles.

> 
> David Nelson
> 


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Re: [steering-discuss] Community bylaws

2010-11-14 Thread Gianluca Turconi

Il 14/11/2010 14.29, Charles-H. Schulz ha scritto:


1) Quotation from the draft: "The Engineering Steering Committee
(ESC) is made of developers who are coopted (i.e, there's no need
for election and there can be as many members of the ESC as
needed)."

question: *must* these developers be Foundation *members* at the
same time too?


Your question is giving me the opportunity to clarify something
which is in the bylaws but it needs to be clearly written: the
foundation itself (the legal entity) will not/shall not have members
per se.


OK. It works like in Italy.

So, we're now *formally* speaking about a real Foundation, not an
"Association" with members.

Therefore, if I'm not wrong, there is a whole part of the bylaws that is
"informal" (membership, board election, ...), this is to say it is not 
legally enforceable in a country like France or Italy. Or it is 
partially enforceable only.


That's just fine, IMO, as far as the (individual) "members" exactly know 
what their *real*, legally enforceable rights are. In a sentence: where 
the Foundation ends and the Community begins.


Corporations and administrations understand this kind of stuff better 
than individual persons. ;-)



possible issue: sponsored developers can be coopted by other
developers and their employer can gain more powers/rights other
than the seat in the Advisory Board.


Yes it is a risk, but then there is also social pressure, that works
in two ways. What would you suggest ?


A balance of powers. :)

This is to say: both BoD and ESC with a fixed number of members should 
be elected from "members" and "members-developers" and a maximum % of 
those seats reserved to main sponsors. AB with its advisory role remains 
for *all* sponsors.


So corporations and governments would have a direct role in both the 
political and technical bodies without a predominance of anybody.



possible solution: sponsor's paid developers shouldn't participate
in ESC as *single* persons. Contributions in their free time and
following cooptation in ESC should be carefully evaluated from BoD
or Membership Committee.


Hmm, I think it's a bit unfair to segregate corporate developers.


It isn't a question of unfairness, but of realism.

The ESC is not elected, in its current form, it works with a system 
based on cooptation.


Let's say corporation X and government Y gain enough members to control 
the ESC. Economically speaking, they can form a cartel and exclude any 
other corporation/government/person from the TDF technical committee. No 
enlargement of the ESC would prevent such situation, because no 
enlargement would be permitted at all by the dominant members.


Just like Oracle with OOo.

Maybe, it would be a "special" condition in which the BoD should 
directly act...


[...]



possible solution 2: ESC has a maximum and preventively known
number of members. The vote for this committee can be expressed
from *members* that have contributed code to the project. This
system needs a specification of "code contribution" and "role of
sponsor's paid code contribution".


I'd go for the number 1 solution which I like, if others agree.


I'd prefer #2, but, ehi, #1 it isn't so bad. :)


No. Again, the ESC is not the source of issues: it's a technical
meeting place.


Please, don't get me wrong, I've nothing against ESC or developers.

However, the ESC isn't simply a technical meeting place. In a software 
project, devs do *the* work, so they have the real power.


ESC would be the *statutory* peak of such power.

Since ESC members can be BoD members too (and I suppose at the beginning 
this will be rather common), there would be really a lot of power 
concentrated in few persons, inside the Foundation.


I'd like to see that nobody can take the control of the project simply 
dominating one committee (BoD or ESC). And ESC, IMO, with its unknown 
number of members and cooptation, is more likely open to external and 
uncontrolled bid for power.



I think you raise a good point. I'd like to suggest the provision of
the three employees of the same company at the BoD that I mentioned
above, and that the main (4) officiers of the Foundation are not
being employed by any sponsor but by the Foundation. What do you
think?


Good suggestions, though I'd like a fixed number of ESC members too.

Regards,
--
Gianluca Turconi

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Re: [steering-discuss] Community bylaws

2010-11-14 Thread David Nelson
Hi, :-)

Could i have permission to proofread the draft community bye-laws
purely from a grammatical and punctuation viewpoint, and make the
necessary corrections, so as to eliminate these little things from
your debate, so that people can be discussing just the real meat of
the matter?

David Nelson

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Re: [steering-discuss] Community bylaws

2010-11-14 Thread Charles-H. Schulz
Hello Gianluca,


Le Sun, 14 Nov 2010 09:28:44 +0100,
Gianluca Turconi  a écrit :

> Il 12/11/2010 18.40, Charles-H. Schulz ha scritto:
> > please read the first real draft of the Community Bylaws here:
> > http://wiki.documentfoundation.org/CommunityBylaws
> 
> I need some clarifications. :)
> 
> ***Questions***
> 
> 1) Quotation from the draft: "The Engineering Steering Committee
> (ESC) is made of developers who are coopted (i.e, there's no need for
> election and there can be as many members of the ESC as needed)."
> 
> question: *must* these developers be Foundation *members* at the same 
> time too?

Your question is giving me the opportunity to clarify something which
is in the bylaws but it needs to be clearly written:
the foundation itself (the legal entity) will not/shall not have
members per se. Looking at the legal regime of foundations in France
and elsewhere, you need founders, but pretty much nothing else aside
money. So the Foundation will have donators, or even sponsors (above a
certain level of donations sponsors get one seat at the AB), the
Foundation organizes software development project(s) that have members
who are also "contributors to the Foundation".  But the only "members"
of the Foundation are in fact the elected members of the BoD, and the
Foundation employees are employees and have a role inside the legal
entity, but are only employees. 

I was surprised to discover that from a purely legal point of view (but
hey, I only have some primal law degree) the legal regimes of
foundations in Europe stress on donations, on accountability, etc. But
members are not a mandatory part. And I feel having two levels of
members, that is, one level to the project and another one to the
foundation creates a quite unfair and -as you often pointed out in a
recent past- a certain danger. The way it works , then, is that people
contribute to the TDF projects, their membership application gets
reviewed and granted, they get to vote to elect, among other things,
the BoD whose members are people just like them.

> 
> possible issue: sponsored developers can be coopted by other
> developers and their employer can gain more powers/rights other than
> the seat in the Advisory Board.

Yes it is a risk, but then there is also social pressure, that works in
two ways. What would you suggest ?

> 
> possible solution: sponsor's paid developers shouldn't participate in 
> ESC as *single* persons. Contributions in their free time and
> following cooptation in ESC should be carefully evaluated from BoD or
> Membership Committee.

Hmm, I think it's a bit unfair to segregate corporate developers. On
the other hand, what I can propose would not apply to the ESC but to
the BoD: we can put a limit to members who are employees by the same
corporations to three persons max.

> 
> 2) Quotation from the draft: "Engineering Steering Committee [...]
> This board is not elected but coopted by developers. There's no limit
> on the number of members of the ESC."
> 
> Question: really no limit of members?! :)

:) yes. I don't expect the ESC to inflate to 24 members, if that's what
you're afraid of, but I'd rather see the ESC being one year at 5
persons and another year at 8 (no limit means; "we're technical people
debating technical topics, if we need someone else we'll bring him/her
in). 

> 
> possible issue: ESC members may coopt more developers just before the 
> Chairman's election by gaining so a impromptu and really unfair
> majority in the special college for the Chairmain election's.
> 
> possible solution 1: the chairman's election is not done by a special 
> college, but according to a collective vote for each Committee (BoD,
> ESC and AB), made from their members based on a list of candidates,
> proposed or not by the committees themselves. There would be only 3
> collective votes expressed (quorum of 2 collective votes).
> 
> possible solution 2: ESC has a maximum and preventively known number
> of members. The vote for this committee can be expressed from
> *members* that have contributed code to the project. This system
> needs a specification of "code contribution" and "role of sponsor's
> paid code contribution".


I'd go for the number 1 solution which I like, if others agree. 

> 
> 3) Quotations from the draft: "The board of directors appoints the 
> Membership Commitee and can form any other adhoc teams or committees
> if needed. " and "The Engineering Steering Committee (ESC) [...]
> oversee the election of the BoD"
> 
> Question: can the BoD in some "special" situation really form *any* 
> other committee, ESC included?

No. ESC is statutory. Two things though:
there's only one class of members; and the ESC is not our ennemy :) 
Regarding the special situation what I would see in this case is that
the BoD is in fact in charge of two things: it's the legislative power
of the community, but it is also the "board" of the foundation. Special
powers would thus exist in a setting where the BoD acts as the board

Re: [steering-discuss] Community bylaws

2010-11-14 Thread Karl-Heinz Gödderz
Hi Charles-H.,


Charles-H. Schulz schrieb:
> Hello Karl-Heinz,
>   
>> "The BoD shall meet preferably meet ..."
>>
>> could be a meet to much?
>> 
>
> Sorry? I don't understand your question.
>   
In the section "Transparency, ..." there in the second paragraph(?)
second sentence:

 "BoD shall _meet_ preferably _meet_ each week ..."

I wanted to ask if the word meet is double.

Sorry for irritating.
Karl-Heinz


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Re: [steering-discuss] Community bylaws

2010-11-14 Thread Charles-H. Schulz
Hello Cor,



Le Sat, 13 Nov 2010 23:50:33 +0100,
Cor Nouws  a écrit :

> Hi Charles,
> 
> Charles-H. Schulz wrote (12-11-10 18:40)
> > please read the first real draft of the Community Bylaws here:
> > http://wiki.documentfoundation.org/CommunityBylaws
> >
> > Feel free to comment on our beloved discuss list.
> 
> Thanks for this draft. Looks really really good!
> 
> I have a question about the Board of Directors. I see that the draft 
> says all members are chosen every year (from the Community Members)
> and that one can be member only twice consecutively.
> Has been considered that this leads to a situation where each year 
> people have to get used to the tasks, the other board members etc. so 
> that maybe it is a bit inefficient?

Well, that is a good question. My personal take was at first for a 2
years mandate. Then some others thought that 6 months would be good. I
sliced the apple into two :)

> 
> One remark wrt the wording:
> time of membership, first dot says "... so that the criteria for 
> merit are not given anymore"
> Isn't it that 'criteria are met' ?

yes, am correcting it now.

> 
> Two typing errors:
> two lines higher, bit at the right: two commas;
> Membership application process, fifth dot, "... for a a minimum 
> period "
> 
> 

thanks,

Charles.
> Regards,
> Cor


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Re: [steering-discuss] Community bylaws

2010-11-14 Thread Gianluca Turconi

Il 12/11/2010 18.40, Charles-H. Schulz ha scritto:

please read the first real draft of the Community Bylaws here:
http://wiki.documentfoundation.org/CommunityBylaws


I need some clarifications. :)

***Questions***

1) Quotation from the draft: "The Engineering Steering Committee (ESC) 
is made of developers who are coopted (i.e, there's no need for election 
and there can be as many members of the ESC as needed)."


question: *must* these developers be Foundation *members* at the same 
time too?


possible issue: sponsored developers can be coopted by other developers 
and their employer can gain more powers/rights other than the seat in 
the Advisory Board.


possible solution: sponsor's paid developers shouldn't participate in 
ESC as *single* persons. Contributions in their free time and following 
cooptation in ESC should be carefully evaluated from BoD or Membership 
Committee.


2) Quotation from the draft: "Engineering Steering Committee [...] This 
board is not elected but coopted by developers. There's no limit on the 
number of members of the ESC."


Question: really no limit of members?! :)

possible issue: ESC members may coopt more developers just before the 
Chairman's election by gaining so a impromptu and really unfair majority 
in the special college for the Chairmain election's.


possible solution 1: the chairman's election is not done by a special 
college, but according to a collective vote for each Committee (BoD, ESC 
and AB), made from their members based on a list of candidates, proposed 
or not by the committees themselves. There would be only 3 collective 
votes expressed (quorum of 2 collective votes).


possible solution 2: ESC has a maximum and preventively known number of 
members. The vote for this committee can be expressed from *members* 
that have contributed code to the project. This system needs a 
specification of "code contribution" and "role of sponsor's paid code 
contribution".


3) Quotations from the draft: "The board of directors appoints the 
Membership Commitee and can form any other adhoc teams or committees if 
needed. " and "The Engineering Steering Committee (ESC) [...] oversee 
the election of the BoD"


Question: can the BoD in some "special" situation really form *any* 
other committee, ESC included?


possible issue: the BoD declares that some "special" situation is met, 
then it forms (or dissolves?) the ESC so that a new ESC "helps" the old 
BoD members during the "overseeing" of the next BoD election.


possible solution: all Foundation members elect an independent committee 
that guarantees the regularity of the BoD election.


***end of questions***

Furthermore, I think that the bylaws need more attention to *office 
incompatibilities" and *conflict of interests* for internal members and 
external sponsors.


Regards,
--
Gianluca Turconi

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Re: [steering-discuss] Community bylaws

2010-11-13 Thread Cor Nouws

Hi Charles,

Charles-H. Schulz wrote (12-11-10 18:40)

please read the first real draft of the Community Bylaws here:
http://wiki.documentfoundation.org/CommunityBylaws

Feel free to comment on our beloved discuss list.


Thanks for this draft. Looks really really good!

I have a question about the Board of Directors. I see that the draft 
says all members are chosen every year (from the Community Members) and 
that one can be member only twice consecutively.
Has been considered that this leads to a situation where each year 
people have to get used to the tasks, the other board members etc. so 
that maybe it is a bit inefficient?


One remark wrt the wording:
   time of membership, first dot says "... so that the criteria for 
merit are not given anymore"

Isn't it that 'criteria are met' ?

Two typing errors:
   two lines higher, bit at the right: two commas;
   Membership application process, fifth dot, "... for a a minimum 
period "



Regards,
Cor
--
 - giving openoffice.org its foundation :: The Document Foundation -


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Re: [steering-discuss] Community bylaws

2010-11-13 Thread Charles-H. Schulz
Hello Karl-Heinz,


Le Sat, 13 Nov 2010 13:48:03 +0100,
Karl-Heinz Gödderz  a écrit :

> Charles-H. Schulz schrieb:
> > Hello all, 
> >
> > please read the first real draft of the Community Bylaws here:
> > http://wiki.documentfoundation.org/CommunityBylaws
> >
> > Feel free to comment on our beloved discuss list.
> >
> > best,
> >
> >   
> 
> could you please explain the abbreviations first?
> 
> *Part of ESC section:*
> 
> "Duties of the ESC is to provide expertise and information to the BoD,
> the AB, the FB, the Chairman, the Executive Director and any other
> officer of the Foundation."
> 
> after that comes the Advisory Board section. so AB could be Advisory
> Board?
> 
> but what does FB mean.
> 
> 
>   section: Transparency, conduct of business, confidentiality

Done, I streamlined the whole points from you and Bernhard...

> 
> 
> "The BoD shall meet preferably meet ..."
> 
> could be a meet to much?

Sorry? I don't understand your question.
> 
> Best regards
> Karl-Heinz
> 
> 
> PS: is there any translation? otherwise only those can conceive and
> participate who do understand English (also in this developmental
> process of the bylaws)

No, unfortunately there isn't any, but if needed, volunteers should step
up and translate it, keeping in mind that only the English at the moment
is the sole reference (for semantic reasons only).

Best,

-- 
Charles-H. Schulz
Membre du Comité exécutif
The Document Foundation.

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Re: [steering-discuss] Community bylaws

2010-11-13 Thread Karl-Heinz Gödderz
Charles-H. Schulz schrieb:
> Hello all, 
>
> please read the first real draft of the Community Bylaws here:
> http://wiki.documentfoundation.org/CommunityBylaws
>
> Feel free to comment on our beloved discuss list.
>
> best,
>
>   

could you please explain the abbreviations first?

*Part of ESC section:*

"Duties of the ESC is to provide expertise and information to the BoD,
the AB, the FB, the Chairman, the Executive Director and any other
officer of the Foundation."

after that comes the Advisory Board section. so AB could be Advisory Board?

but what does FB mean.


  section: Transparency, conduct of business, confidentiality


"The BoD shall meet preferably meet ..."

could be a meet to much?

Best regards
Karl-Heinz


PS: is there any translation? otherwise only those can conceive and
participate who do understand English (also in this developmental
process of the bylaws)

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RE : [steering-discuss] Re: [steering-discuss] Community bylaws

2010-11-13 Thread Charles-H. Schulz
Bernhard,

Good points, i'll correct the draft accordingly as the text has
contradictions. Comments shall be made on the steering discuss list.

Thanks,

Charles.

Le 12 nov. 2010, 8:41 PM, "Dr. Bernhard Dippold" <
bernh...@familie-dippold.at> a écrit :

Hi Charles, *

thanks for this profound and important work!

> Hello all, > > please read the first real draft of the Community Bylaws
here: > http://wiki.doc...
done :-)

> > Feel free to comment on our beloved discuss list.
Do you mean this "steering" discuss list?

Or the general disc...@documentfoundation list?

Sorry if I chose the wrong one...


There are just two short comments I want to post:


1st: *Number of ESC members*

In "Governance" (
http://wiki.documentfoundation.org/CommunityBylaws#Governance) it reads:
"Engineering Steering Committee : ... It is composed of 5 members. "

Two headings below (
http://wiki.documentfoundation.org/CommunityBylaws#Engineering_Steering_Committee)
it reads:
"The Engineering Steering Committee (ESC) is made of developers who are
coopted (i.e, there's no need for election and there can be as many members
of the ESC as needed). "

So what is the number of ESC members? "5" or "as many as needed"?

2nd: *Financial board*

The bylaws refer to a "financial board" in the "Definitions" (
http://wiki.documentfoundation.org/CommunityBylaws#Definitions) under
"Foundation":
"The * Document Foundation may have trustees (... all members of the
*Financial*, ... and Directors' boards),"

as well as in the ESC paragraph (at least I understand "FB" as such):
"Duties of the ESC is to provide expertise and information to the BoD, the
AB, *the FB*, the Chairman,
the Executive Director and any other officer of the Foundation"

I don't think we should establish such a board right from the beginning, the
Financial Officier should be enough
 - if it will be necessary it can be added later on.

Best regards

Bernhard




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Re: [steering-discuss] Community bylaws incoming!

2010-11-05 Thread Charles-H. Schulz
Hello Sebastian,

Le Fri, 05 Nov 2010 17:26:07 +0100,
Sebastian Spaeth  a écrit :

> On Fri, 5 Nov 2010 16:55:35 +0100, "Charles-H. Schulz" wrote:
> > Here's the result of our discussions with respect to the Community
> > bylaws so far.
> 
> Can we add some blurb in the long run on what the benefits/rights of
> members are? :-).  Such as voting for a board of directors etc.
> 
> Sebastian
> 

It's in the Members Role section, scroll down the page :-)

-- 
Charles-H. Schulz
Membre du Comité exécutif
The Document Foundation.

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