Re: [steering-discuss] size of to be elected MC

2011-10-30 Thread Charles-H. Schulz
Hello Simon,

Le 30/10/2011 10:27, Simon Phipps a écrit :
 
 On 29 Oct 2011, at 17:47, Florian Effenberger wrote:
 
 Hello,

 following today's SC/BoD phone conference, I'd hereby like to propose, based 
 on André's suggestion, that the to be elected membership committee will 
 consist of

  five regular members
  plus two deputies

 Based on the statutes, the BoD is in charge of defining the size of the MC, 
 with the limitations of having at least three people, and not more than 10% 
 of the total members (i.e. 13-15 people right now, IIRC).

 I'd ask all BoD members to vote on the above proposal. My vote: +1
 
 Question: Are you proposing any limits on corporate affiliation here?  I 
 suggest the same rules as for the BoD apply.


Good point. In theory it is already addressed by our general rules on
conflict of interest but it could be restressed just to be clear.

best,
Charles.



 
 S.
 
 


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[steering-discuss] appointing Thorsten as election officer for MC

2011-10-30 Thread Florian Effenberger

Hello,

just to have it official: I'd hereby like to nominate Thorsten Behrens 
as election officer for the upcoming membership committee elections.


As Thorsten is elected BoD member, he is not running for an MC seat, and 
thus should have no conflict of interest in acting as election officer.


+1 for Thorsten from my side

Florian

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Re: [steering-discuss] Preparing elections for the membership committee

2011-10-30 Thread David Emmerich Jourdain
Hi,

2011/10/30 Florian Effenberger flo...@documentfoundation.org

 Hello,

 André Schnabel wrote on 2011-10-26 21:48:

  as we have discussed previously, the paragraphs about the membership
 committee in the current statutes draft differ in some points from what we
 have in the bylaws. I hope, I can provide a translation of the relevant
 paragraphs early next week. But I want to have some discussion on the
 matter already in the first BoD meeting.


 a short summary from the last call:

 - For the legal set-up of the foundation, we need the elected names. This
 would not happen before December 6th.

 - In case we have authority approval for the foundation set-up before,
 this would delay the set-up until the 6th. (NB: When we will have authority
 approval is hard to predict, but more on that soon on a blogpost.)

 - For the inital set-up of the foundation, the founder (German association
 of FrODeV) is free to name anyone for the MC. They will of course stick to
 the voting decision. As soon as the foundation is in place, however, we
 have to stick to the election rules set forth in our statues, and they
 foresee a 45 day advance notification period of the elections.

 - In a nutshell, this means: We either can decide to nominate the current
 MC as the first MC and have a gentlemen's agreement that they step back
 as soon as the foundation is in place, leading to new elections about 45
 days later on.


IMHO, I don't see why can we not adopt this option. The current MC proved
that was (and is) impartial and deeply focused on meritocracy, essential
factors for an MC.

For me, the current MC proved that's fully deserving of this gentlemen's
agreement.

I vote for this option.

Best,

David


 - Or we indeed wait until the current election is done and nominate those
 voted on for the first MC.

 Although it might mean a delay, I tend to go for the latter option. This
 is much cleaner, and as we don't know if we will have authority
 confirmation before the 6th, we're basically talking about a delay of 2-4
 weeks, so be it.

 Thoughts?


 Florian

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Re: [steering-discuss] Preparing elections for the membership committee

2011-10-30 Thread Florian Effenberger

Hi,

David Emmerich Jourdain wrote on 2011-10-30 16:28:

IMHO, I don't see why can we not adopt this option. The current MC proved
that was (and is) impartial and deeply focused on meritocracy, essential
factors for an MC.

For me, the current MC proved that's fully deserving of this gentlemen's
agreement.


I have full trust in the current MC, no doubts about that. The issue 
that makes me favor the other option (wait until the new MC is in place) 
is that it would avoid having elections very soon after the legal 
set-up, which is rather time consuming.


Florian

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Re: [steering-discuss] appointing Thorsten as election officer for MC

2011-10-30 Thread Norbert Thiebaud
On Sun, Oct 30, 2011 at 10:51 AM, Simon Phipps si...@webmink.com wrote:

 On 30 Oct 2011, at 15:34, Florian Effenberger wrote:

 Hi,

 Charles-H. Schulz wrote on 2011-10-30 16:34:
 +1 from my side... do we only need one?

 IMHO one is enough, as we had it for the BoD elections.

 Note that, for the BoD elections, Thorsten operated the election software 
 under my supervision and with the MC observing (I actually asked multiple 
 members of the MC to validate the results).  I recommend that the BoD 
 continue this approach, with all Election actions conducted in sight of the 
 full BoD.

I agree: the BoD election should be supervised by the MC and
vice-versa. The 'Election Officer' is just the point man, the
'executive officer'. He can be any member designated by the body
having oversight of the election.

Norbert

PS: although I have no direct standing, +1 for Thorsten as Election
officer for this MC election.
PPS: To complement my previous message regarding a delay between MC
and BoD election:
Let's say the foundation is effective January 1st 2012. the new Bod
would be in place until January 1st 2013 right ?
We can designate the current MC as the 'initial MC' until June 1st,
and have the soon to be elected MC enter in function June 1st 2012 to
June 1st 2013

If the view is that the current BoD mandate expire End of October
2012, then the same reasoning apply except that the new MC become
'active' April 1st.

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Re: [steering-discuss] appointing Thorsten as election officer for MC

2011-10-30 Thread Jesús Corrius
On Sun, Oct 30, 2011 at 4:27 PM, Florian Effenberger
flo...@documentfoundation.org wrote:
 Hello,

 just to have it official: I'd hereby like to nominate Thorsten Behrens as
 election officer for the upcoming membership committee elections.

 As Thorsten is elected BoD member, he is not running for an MC seat, and
 thus should have no conflict of interest in acting as election officer.

 +1 for Thorsten from my side

+1 from my side.

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Re: [steering-discuss] Preparing elections for the membership committee

2011-10-30 Thread André Schnabel

Hi,

Am 30.10.2011 17:09, schrieb Norbert Thiebaud:

Maybe we can do with the current MC as 'initially designated' for the
first 6 month of the foundation and organize a MC election then, since
it would be a good idea to have BoD election and MC election somewhat
separated to avoid 'oversight'/'membership' issues.


Seems reasonable to me - as long as there is a substitude for Thorsten 
and all of the other MC members agree to be on duty for another 6 months.


regards,

André

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Re: [steering-discuss] size of to be elected MC

2011-10-30 Thread Jesús Corrius
 Based on the statutes, the BoD is in charge of defining the size of the MC,
 with the limitations of having at least three people, and not more than 10%
 of the total members (i.e. 13-15 people right now, IIRC).

 I'd ask all BoD members to vote on the above proposal. My vote: +1

+1

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Re: [steering-discuss] Preparing elections for the membership committee

2011-10-30 Thread Sophie Gautier
Hi,

2011/10/30 André Schnabel andre.schna...@gmx.net:
 Hi,

 Am 30.10.2011 17:09, schrieb Norbert Thiebaud:

 Maybe we can do with the current MC as 'initially designated' for the
 first 6 month of the foundation and organize a MC election then, since
 it would be a good idea to have BoD election and MC election somewhat
 separated to avoid 'oversight'/'membership' issues.

 Seems reasonable to me - as long as there is a substitude for Thorsten and
 all of the other MC members agree to be on duty for another 6 months.

Agreed on both.

Kind regards
Sophie
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Re: [steering-discuss] appointing Thorsten as election officer for MC

2011-10-30 Thread Florian Effenberger

Hello,

Norbert Thiebaud wrote on 2011-10-30 17:20:


I agree: the BoD election should be supervised by the MC and
vice-versa. The 'Election Officer' is just the point man, the
'executive officer'. He can be any member designated by the body
having oversight of the election.


indeed. The BoD should be involved in verifying those results, I agree. 
The BoD can coordinate with Thorsten as election officer on that topic then.



PPS: To complement my previous message regarding a delay between MC
and BoD election:
Let's say the foundation is effective January 1st 2012. the new Bod
would be in place until January 1st 2013 right ?


Exactly. The term should run as soon as the foundation is legally 
established, as previously agreed in an SC call. The same is true for 
the MC, IMHO.



We can designate the current MC as the 'initial MC' until June 1st,
and have the soon to be elected MC enter in function June 1st 2012 to
June 1st 2013


That might indeed make sense, to not overlap both elections. In that 
case, we can nominate the current MC (in case they don't object) in the 
filing application, and by the middle of next year, they step back and 
we have a formal vote.


Florian

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[steering-discuss] chairmen

2011-10-30 Thread Florian Effenberger

Hello,

sorry for spamming you so massively today, but I want to use the free 
day to get some formal things done for TDF.


The current statutes (which you will soon have in a translated English 
version) foresee, as it is a legal requirement in Germany, that there 
will be two chairmen: One chairman and one deputy.


I know we had a discussion on this topic quite some months ago, and 
before you are surprised that it comes up again, be advised that 
contrary to the original plannings, the role does not have additional 
rights.


The draft mainly foresees that for legally representing the foundation 
towards third parties, the chairman and some other BoD member has to 
sign the contract, and in case the chairman cannot, the deputy does. So, 
for any contract, it cannot be signed without the chairman, like it is 
common practice in many associations as well (FrODeV has a similar 
rule), except in cases there are individual warrants, which is possible 
with our statutes.


Naturally, the chairmen will also be the first point of contact for 
authorities and other boring legal stuff. ;-) (Read: In case the tax 
authorities need information, they will first ping you. In case the 
foundation authorities have issues or questions, you will be the first 
who gets pinged. Etc.) Basically, that's it, there are no further rights 
or duties, no more merits and no stronger voice, but you will see that 
when we will have the translation ready.


The statues do not set explicit rules on whom to appoint, they just 
foresee that the BoD appoints two of its members to these roles. NB: 
Deputies can, to my understanding, *not* be appointed chairmen.


Some proposed (and IMHO, we had this at least in one early bylaws draft) 
that those who had been elected with the most votes should be appointed 
automatically. However, not automatically those who have most votes want 
to run for that role, so I propose that everyone of the newly elected 
BoD thinks whether he wants to get appointed, and we discuss it. Only if 
several people run and cannot agree on two candidates, we might switch 
back to the most votes model.


Best is to wait until the translation is ready so we have the same 
understanding of the topic, since the term chairman might raise some 
confusion, but I wanted to make you aware of it already.


Florian

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side-note Re: [steering-discuss] chairmen

2011-10-30 Thread Tom Davies
Hi :)
Florian.  It is good to have these issues dealt with.  There is no need to 
apologise for 'spam' as it is all relevant and important stuff.  If these issue 
weren't raised today they would have to be raised another day and they are the 
type of thing that is good to deal with and get out of the way quickly.  

I think the Steering Committee and the MC have been fantastic and done a 
remarkable job.  Avoiding a complete re-shuffle all at the same time makes 
sense so that there is some continuity.  The current BoD seems a good selection 
and that promises well for the future of TDF and LO.  It would be good to add 
some diversity added to the management structure of TDF without losing anyone.  

Regards from
Tom :)


--- On Sun, 30/10/11, Florian Effenberger flo...@documentfoundation.org wrote:

 From: Florian Effenberger flo...@documentfoundation.org
 Subject: [steering-discuss] chairmen
 To: steering-discuss@documentfoundation.org
 Date: Sunday, 30 October, 2011, 18:44
 Hello,
 
 sorry for spamming you so massively today, but I want to
 use the free day to get some formal things done for TDF.
 
 The current statutes (which you will soon have in a
 translated English version) foresee, as it is a legal
 requirement in Germany, that there will be two chairmen: One
 chairman and one deputy.
 
 I know we had a discussion on this topic quite some months
 ago, and before you are surprised that it comes up again, be
 advised that contrary to the original plannings, the role
 does not have additional rights.
 
 The draft mainly foresees that for legally representing the
 foundation towards third parties, the chairman and some
 other BoD member has to sign the contract, and in case the
 chairman cannot, the deputy does. So, for any contract, it
 cannot be signed without the chairman, like it is common
 practice in many associations as well (FrODeV has a similar
 rule), except in cases there are individual warrants, which
 is possible with our statutes.
 
 Naturally, the chairmen will also be the first point of
 contact for authorities and other boring legal stuff. ;-)
 (Read: In case the tax authorities need information, they
 will first ping you. In case the foundation authorities have
 issues or questions, you will be the first who gets pinged.
 Etc.) Basically, that's it, there are no further rights or
 duties, no more merits and no stronger voice, but you will
 see that when we will have the translation ready.
 
 The statues do not set explicit rules on whom to appoint,
 they just foresee that the BoD appoints two of its members
 to these roles. NB: Deputies can, to my understanding, *not*
 be appointed chairmen.
 
 Some proposed (and IMHO, we had this at least in one early
 bylaws draft) that those who had been elected with the most
 votes should be appointed automatically. However, not
 automatically those who have most votes want to run for that
 role, so I propose that everyone of the newly elected BoD
 thinks whether he wants to get appointed, and we discuss it.
 Only if several people run and cannot agree on two
 candidates, we might switch back to the most votes model.
 
 Best is to wait until the translation is ready so we have
 the same understanding of the topic, since the term chairman
 might raise some confusion, but I wanted to make you aware
 of it already.
 
 Florian
 
 -- Florian Effenberger flo...@documentfoundation.org
 Board of Directors at The Document Foundation
 Tel: +49 8341 99660880 | Mobile: +49 151 14424108
 Skype: floeff | Twitter/Identi.ca: @floeff
 
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Re: [steering-discuss] chairmen

2011-10-30 Thread Andreas Mantke
Hi Florian, *,

Am Sonntag, 30. Oktober 2011, 19:44:02 schrieb Florian Effenberger:
 Hello,
 
 sorry for spamming you so massively today, but I want to use the free
 day to get some formal things done for TDF.
 

I assist you in spamming a bit ;-)
(...)
 The statues do not set explicit rules on whom to appoint, they just
 foresee that the BoD appoints two of its members to these roles. NB:
 Deputies can, to my understanding, *not* be appointed chairmen.

that's correct. The deputies cannot serve as chairman.

Regards,
Andreas
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