Re: [board-discuss] CommunityBylaws and actual structure and governance of The Document Foundation as a legal entity
Hi Lionel, Original-Nachricht Von: Lionel Elie Mamane lio...@mamane.lu I'm reading the wiki page CommunityBylaws, and I'm confused. It says These Bylaws do not apply to the actual structure and governance of The Document Foundation as a legal entity (...). Yes, (unfortunately) the current situation has some cunfusing points. We all hope that this will be resolved within the next few (hopefully two) weeks. But then they go on doing exactly that. For example, they explain how the Board of Directors is elected, and by whom. The board of directors is AFAIK usually the people responsible to the law / state / courts that e.g. the money of the foundation is used in accordance to the goals of the foundation. The Bylaws were drafted from a communitie's point of view, when we did not exactly know, what legal model the foundation will follow. So while many things in the bylaws match legal terms ans structure, it is not _exactly_ what we will see in legal statutes. So to me, it is factual that the Bylaws *do* speak about the actual structure and governance of The Document Foundation as a legal entity: they speak about the composition of the BoD, and the BoD is part of the structure of the foundation as a legal entity, and by law the BoD must be involved in the governance of the foundation as a legal entity. Yes, at some points, the bylaws match the legal structure, BoD is one of the perfect (99%) matches. Other examples: * The Chairperson (CH) is in charge of representing the Foundation. This is something we need to change, if the foundation will be approved by German authorities. As you quoted, in German law the Board (of directors) represents the Foundation. regards, André -- Unsubscribe instructions: E-mail to board-discuss+h...@documentfoundation.org Problems? http://www.libreoffice.org/get-help/mailing-lists/how-to-unsubscribe/ Posting guidelines + more: http://wiki.documentfoundation.org/Netiquette List archive: http://listarchives.documentfoundation.org/www/board-discuss/ All messages sent to this list will be publicly archived and cannot be deleted
Re: [board-discuss] CommunityBylaws and actual structure and governance of The Document Foundation as a legal entity
Hi :) The key words afaik are as a legal entity. TDF's assets are currently being looked after by 1 (or more) of the community organisations that are legally registered as legal entitys. TDF has not yet gained the status of being a legal entity. When it does the assets will be transferred. It was great to hear that the registration process is nearly complete already! I thought it would take at least a year! :) But perhaps i am reading too much into Andre's post. Regards from Tom :) --- On Wed, 30/11/11, Andre Schnabel andre.schna...@gmx.net wrote: From: Andre Schnabel andre.schna...@gmx.net Subject: Re: [board-discuss] CommunityBylaws and actual structure and governance of The Document Foundation as a legal entity To: board-discuss@documentfoundation.org Date: Wednesday, 30 November, 2011, 9:23 Hi Lionel, Original-Nachricht Von: Lionel Elie Mamane lio...@mamane.lu I'm reading the wiki page CommunityBylaws, and I'm confused. It says These Bylaws do not apply to the actual structure and governance of The Document Foundation as a legal entity (...). Yes, (unfortunately) the current situation has some cunfusing points. We all hope that this will be resolved within the next few (hopefully two) weeks. But then they go on doing exactly that. For example, they explain how the Board of Directors is elected, and by whom. The board of directors is AFAIK usually the people responsible to the law / state / courts that e.g. the money of the foundation is used in accordance to the goals of the foundation. The Bylaws were drafted from a communitie's point of view, when we did not exactly know, what legal model the foundation will follow. So while many things in the bylaws match legal terms ans structure, it is not _exactly_ what we will see in legal statutes. So to me, it is factual that the Bylaws *do* speak about the actual structure and governance of The Document Foundation as a legal entity: they speak about the composition of the BoD, and the BoD is part of the structure of the foundation as a legal entity, and by law the BoD must be involved in the governance of the foundation as a legal entity. Yes, at some points, the bylaws match the legal structure, BoD is one of the perfect (99%) matches. Other examples: * The Chairperson (CH) is in charge of representing the Foundation. This is something we need to change, if the foundation will be approved by German authorities. As you quoted, in German law the Board (of directors) represents the Foundation. regards, André -- Unsubscribe instructions: E-mail to board-discuss+h...@documentfoundation.org Problems? http://www.libreoffice.org/get-help/mailing-lists/how-to-unsubscribe/ Posting guidelines + more: http://wiki.documentfoundation.org/Netiquette List archive: http://listarchives.documentfoundation.org/www/board-discuss/ All messages sent to this list will be publicly archived and cannot be deleted -- Unsubscribe instructions: E-mail to board-discuss+h...@documentfoundation.org Problems? http://www.libreoffice.org/get-help/mailing-lists/how-to-unsubscribe/ Posting guidelines + more: http://wiki.documentfoundation.org/Netiquette List archive: http://listarchives.documentfoundation.org/www/board-discuss/ All messages sent to this list will be publicly archived and cannot be deleted
[board-discuss] CommunityBylaws and actual structure and governance of The Document Foundation as a legal entity
I'm reading the wiki page CommunityBylaws, and I'm confused. It says These Bylaws do not apply to the actual structure and governance of The Document Foundation as a legal entity (...). But then they go on doing exactly that. For example, they explain how the Board of Directors is elected, and by whom. The board of directors is AFAIK usually the people responsible to the law / state / courts that e.g. the money of the foundation is used in accordance to the goals of the foundation. For the TDF, that would for example be not to feed the poor starving children of Bangladesh, which may be a good worthy cause in its own right, but not within the TDF's goals. http://blog.documentfoundation.org/2011/05/24/updates-on-the-foundation/ (the latest such update I found) says the foundation will be in Germany. I notice that on the wiki page CommunityBylaws/de, BoD is Vorstand. Furthermore, according to the civil code (Bürgerliches Gesetzbuch), the Vorstand is: 1) An entity mandated by law 2) _by_ _definition_ the body that represents the foundation _as_ _a_ _legal_ _entity_ References from http://www.gesetze-im-internet.de/bgb/: §26 BGB: (1) Der Verein muss einen Vorstand haben. Der Vorstand vertritt den Verein gerichtlich und außergerichtlich (...) §86 BGB: Die Vorschriften der §§ 26 und (...) finden auf Stiftungen entsprechende Anwendung (...) So to me, it is factual that the Bylaws *do* speak about the actual structure and governance of The Document Foundation as a legal entity: they speak about the composition of the BoD, and the BoD is part of the structure of the foundation as a legal entity, and by law the BoD must be involved in the governance of the foundation as a legal entity. Other examples: * The Chairperson (CH) is in charge of representing the Foundation. * The Executive Director [ED] is an Officer of the Foundation who is in charge of running the Foundation's daily operations To me, these (among others) speak of the actual structure and governance of The Document Foundation. Best Regards, -- Lionel Mamane -- Unsubscribe instructions: E-mail to board-discuss+h...@documentfoundation.org Problems? http://www.libreoffice.org/get-help/mailing-lists/how-to-unsubscribe/ Posting guidelines + more: http://wiki.documentfoundation.org/Netiquette List archive: http://listarchives.documentfoundation.org/www/board-discuss/ All messages sent to this list will be publicly archived and cannot be deleted