Category: Foundation

It has been a while since I have blogged about the Foundation status, but the Steering Committee have been very active on this topic in the meantime. Now that we are handing over to the new Board of Directors, it is good to document where we have reached.

First, we are delighted that the elections of the first BoD are now official. As promised, the Steering Committee has ceased its existence, and the TDF members voted on the new BoD in an open, transparent and meritocratic way. Gratifyingly, the Members have elected the core of the former Steering Committee onto the Board and I’m thus able to use “we” interchangeably in this report! The next election to take place will be the one of the Membership Committee, so expect an official announcement on that soon.

On to the status of incorporation. As previously planned, we approached three German federal states, and got very valuable feedback from them. One of our three candidates showed very strong support and is most likely to be the final location for The Document Foundation. We don’t want to pre-empt any result and therefore will not communicate the state’s name in public, but the secret will hopefully be revealed very soon.

We have included many improvements into the legally binding statutes, based on extensive input from many sources. We are right now in the process of translating the German legalese into English, so our new Board of Directors can make a final review. Based on the Board’s decision, we will hand over the documents to the authorities and hope for a positive reply. As soon as we receive that, the legal setup of the Foundation will be started and we will finally be incorporated.

We’d like to take the chance to respond to some questions on the process of legally establishing our entity. It has indeed taken much longer than we had initially expected, and we have to admit that our estimation on the necessary timeframe was wrong. However, the whole lengthy process has been educational and has led to a much more considered outcome. Together with the community, we have worked extensively on bylaws we wanted to have reflected in the legal entity of the Foundation.

In contrast to the the former model of having a single corporate sponsor – and different to what many other legal vehicles could provide – the Foundation we are creating guarantees endurance, safety and stability for the whole community, both for end-users and for private as well as corporate contributors. It also gives the community very strong rights. While previously – legally speaking – any community rules were arbitrary, the rights given to community members in this new model are not only binding, but legally enforceable by every single member.

Again: The rights we promised will be legally binding and enforceable by our members. There are not many – if any at all – communities giving such strong rights to their members.  Creating such an intentionally durable and strong structure from the beginning is uncommon and we found that this has been something innovative and new for our advisors as well as the authorities, which has led to the slow progress we’ve encountered.

We invested lots of time to express fundamental and legally binding rights for our community and that task has admittedly proved enormous. But the time invested so far is justified by the goals we wanted to achieve from day one – an open, transparent and meritocratic organization, independent from any corporate sponsor and designed specifically for the purposes of The Document Foundation rather than borrowed from elsewhere. We are sure spending this time has been very much worth it.

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.