Status of Establishing the Foundation

With this blog post, we’d like to share the status on our efforts to establish The Document Foundation as legal entity inside Germany.

Thanks to the invaluable work of our lawyer, we now finally have a close-to-final draft of the legally binding statutes. The creation of these took a lot of time, because many of the ideas and processes we have outlined in our Community Bylaws are innovative, and implementing them in a legal framework is indeed a challenge. However, all of these ideas are important and show the values and roots of our community, so taking time for legally establishing them is very well spent.

While working on the statutes, we needed to adapt some changes compared to our Community Bylaws, either out of practical or out of legal reasons. The following are the major differences, compared to the Community Bylaws, and they will be in the foundation’s statutes, as decided in the public Steering Committee phone conference:

• The role of the chairman (“president”) has been removed.
  This is mostly due to legal reasons. Legally, only the board of directors can represent the foundation, and it is also liable (read more on that topic in a subsequent blogpost in the next days). Having a president who shall speak on behalf of the foundation, but cannot legally represent it, while still being a possible reason for liability issues, is not a good choice, and might even be denied by the authorities. Right now, this only means that the president as lined out in the bylaws cannot exist – if desired, still someone from the board, membership committee or any other body can be given the title of president or chairman, and other roles and titles can be given out as well, just with less legal implications than currently in the bylaws. However, these roles should not be fixed in the statutes, but can rather be decided upon on the fly in policies and guidelines (“Geschäftsordnung”).
• As a consequence, many of the chairman’s tasks will be fulfilled by the membership committee, like overseeing elections.
• The size of the board has been changed to ten people, with the election term staying at one year. Seven of the elected candidates will be the board of directors, the other three will be the deputies.
  With this change, we ease the voting. Finding nine seat holders and nine deputies, eighteen people in total, with about 110 approved members so far, might be legally problematic. Remember that we also have to set in place several other official roles, so the ratio of “role holders” and members would be out of balance. In addition, when people step out from the board and there are no followers, the state authority will step in – something you want to avoid. By having a smaller number of seat holders, we limit this risk.
• Some details of the Membership Committee have been changed. Board members or their deputies must not be members of the Membership Committee. Neither of those must be members of the Advisory Board. The Membership Committee appoints, reviews, and also revokes membership (the latter was previously with the board). It also takes over the roles of the president, for impeachment/solemn address. In addition, it represents the foundation in court, against the board. The seat holders of the Membership Committee are voted in by the members directly, and can be disbanded by them at any time, via simple majority.

Some further, minor changes had to be incorporated, and we will share them with the final version of the statutes soon.

So, what’s next? We still need to refine latest details on the statutes, and draft a budget as well as the set-up certificate (“Stiftungsgeschäft”). As soon as this is done, we will send in the proposal to the governments of the German federal states of Berlin, Hesse and Bavaria and wait for their feedback. How their feedback will be, and how long it will take, cannot be estimated at the moment, but we will keep you posted on all developments.

In parallel, we will run votes for the board of directors, as well as for the membership committee, in the near future.

We would have loved to make the statutes draft public already, but due to legal reasons that might affect the set-up process, we at the moment, unfortunately, cannot share these documents. As soon as we can, they will be made public, and we anticipate that no later than August 1st, which is also in line with our election process timeline.