Category: Foundation

Simon Phipps today announced that the nominations for the board elections are now open.

Simon Phipps posted the following today on the announcement mailing list:

Having been asked by the Steering Committee and Membership Committee to act as the Elections Officer for The Document Foundation,  it is my pleasure to announce that we will now conduct  the election of a Board of Directors. This election is following the Bylaws [1] of our Foundation. The term is one year commencing from the date the Foundation is legally established.

There are seven (7) board seats that are to be filled during this election. Three (3) additional deputies are to be selected, so the total of slots to be filled by election is ten (10).

Members of The Document Foundation as of 2011-09-02 are eligible to vote in the elections. Anyone who has made a contribution to The Document Foundation can apply for membership by completing an application [2]. To vote, your membership also needs to be valid at least until the end of the elections (2011-10-26).

Any eligible voter is also eligible to be elected to the Board of Directors. To announce your candidacy, send a message to steering-discuss@documentfoundation.org with your full name, e-mail, corporate affiliation (if any), and a description of your reasons for wanting to serve as a director. Candidacies must be announced prior to 2011-09-30, 23:59 UTC.

All candidates should also send a summary of their candicacy announcement to elections@documentfoundation.org – a compilation of the summaries will be mailed to all registered voters several days prior to the elections. Summaries should be no more than 75 words of continuous text (so no bullet lists or multiple paragraphs) and must be received by the nomination deadline given above.

All discussion related to the elections should be held on discuss@documentfoundation.org where Members are invited to ask questions to one or all candidates. Instructions explaining how to vote will be sent via e-mail to all eligible voters by 2011-10-07.

The 10 candidates voted for most as counted by a single transferable vote system [3] will be elected, except that no more than two individuals affiliated with any one corporation may be elected. Should more than two of the top ten vote-getters be affiliated with the same company, only the two with the most votes will be considered elected.

In the event of a tie for the final seat on the board or the final deputy slot, the Membership Committee will schedule run-off elections as soon as possible. The Membership Committee will announce preliminary results as soon as possible after the elections close, along with instructions on how to access the votes archive and how to independently verify the vote count.

Any eligible voter may challenge the preliminary results by e-mailing elections@documentfoundation.org prior to 2011-10-26. The published decision of the Membership Committee as to any challenge shall be final. Once any challenges have been resolved, the Membership Committee shall announce the final results.

Any questions regarding these procedures should be directed to the Membership Committee by e-mail to  elections@documentfoundation.org . The committee shall have the power to make any necessary changes or clarifications to these rules at any point during the elections.

[1]  http://wiki.documentfoundation.org/CommunityBylaws
[2]  http://www.documentfoundation.org/foundation/application-for-tdf-community-membership/
[3]  http://en.wikipedia.org/wiki/Single_Transferable_Vote

Election Timeline (all deadlines are 23:59 UTC)

2011-08-23: Announcement of elections
2011-09-02: Freeze of membership applications, list of candidates opens.
2011-10-01: Last day to announce candidacies, submit summary statements.
2011-10-03: Final list of candidates is published.
2011-10-07: Instructions mailed to eligible voters, voting begins.
2011-10-17: Voting closes.
2011-10-20: Preliminary results are announced.
2011-10-26: Last day to challenge preliminary results.
2011-10-27: Announcement of final results

This is a landmark in the history of The Document Foundation and I encourage all Members to participate fully.

With the upcoming elections at the doorstep, many people ask themselves what it means to be in the Board of Directors, and whether they should run for a seat or not. Based on my experience with being in the board of the German association Freies Office Deutschland e.V., I would like to share some thoughts with you. The most important is that all future board members cooperate openly, transparently and effectively together, and that they have a common understanding of their duties, so they can drive the foundation and its projects into a bright future. While I do not have a hands-on experience in a “Stiftung” (foundation), I assume that many of the principles in associations are similar to those of a foundation.

First of all, being in the Board of Directors is not just a title you get awarded because your contributions have been extraordinary. Of course, people active and gaining merit are likely to be voted in the future board, but this honour also comes with a lot of new work. Being in the board does not mean that you can just continue your contributions, but you rather will get additional administrative work, that is not related to your current tasks at all. The Board of Directors is the body responsible for legally representing the foundation, so duties like tax declarations, correspondence with the governments, overseeing trademark, copyright, competition and cartel law and many other tasks are the daily business of board members. While many of those duties can be shared with external professionals, given the foundation is wealthy enough, it is still the board’s duty to oversee and coordinate them, which is a fair amount of work by itself.

In addition, for wilful intent or gross negligence, the Board of Directors can be held personally liable in civil and criminal law. We will have insurances in place that limits most of the risks effectively. However, inactivity or just lazyness may already be seen as gross negligence, and then the insurance will not kick in. By the way, this liability is no different to any other association, corporation or charity, so it is in no way special to German law.

One of my main concerns is the participation rate in discussions and phone conferences. Right now, with the steering committee not legally representing the legal entity, it might just be an annoyance. When later on, the Board of Directors has many administrative tasks and legal liabilities, it is absolutely crucial that all members regularly join the phone conferences and e-mail discussions. Of course, people are on vacation, get ill or are otherwise busy, but if we have ten future board members, I would feel uncomfortable if the average participation rate was below nine out of ten (for comparison, right now the average participation rate is only about five out of nine steering commitee members). Arrangements on when and how often conferences take place can be done, but the rationale behind this is that being in the board involves continuous, active participation. The same is true for reading e-mails: At least once every workday, board members should have a look into their mailbox to get aware of important notices, and a reaction time to important mails of no longer than one work day is highly advised. There are already court decisions where a slower reaction has been seen as gross negligence, with all attached liability risks.

Many people also asked whether a good knowledge of German is required to run for an official role. Although the legal correspondence with the authorities will be in German, this is not the major task of the Board of Directors, so not everyone in the board needs to speak German. The experience from the past months has shown that using English as language of correspondence works out very well, so the only thing I consider crucial is that all future board members are very fluent in written and spoken English. Like we do now, e-mails will be exchanged in English, and phone conferences will take place in English as well. As legal topics and administrative tasks will be part of these calls, a good understanding of English is indeed crucial, as misunderstandings can cause troubles.

For the probably most interesting question – how much time is required for fulfilling these duties – I really have no good answer, as it is hard to foresee. My gut feeling tells me that seat holders should be able to spend a few hours per week for their duties, next to the time they spend for their community engagement. The exact time will heavily depend on how the foundation develops, how many external professionals are involved, and how effectively the board will work together. Below a few hours per week, however, I doubt that this role can be fulfilled.

So, in a nutshell: Being in the Board of Directors means additional work, lots of administrative and legal tasks, and an active commitment to fulfill these, besides all other duties you have in the project. If all ten members of the future board have a common understanding of that, and are willing to dedicate their time and passion for the foundation – then they are the right ones to lead the foundation into the future.

After all, being in the Board of Directors is a very honourable and truly exciting duty, when you are prepared and willing to commit.

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.