This is an initial version of the community bylaws. It has been built based on the statutes and our manifesto, from January on until now, with the continued feedback from the MC and the board. During this process, we also worked with and had several reviews from our lawyer and amended the document with his remarks. You can access it from here:
We shoud reject, on principle, legislative initiatives external to the board of trustees, conducted in near-secrecy by the BoD, with opaque interests and needs motivating it. And we should in particular reject such initiatives from a BoD which has been continuously violating our statutes by hiding information from the trustees, and more fundamentally violating them statutes by manipulating the MC elections; and an MC whose composition has been manipulated by the MC, and which has completely abdicated it role of supervision and oversight; instead, it eats out of the BoD and EDâs palm and engages in the secret management of foundation affairs, not bothering even to report to us of this going on (let alone chide the BoD for such conduct).
Of course, when examining the document, we find concrete reasons to reject it:
This document exceeds the scope of a set of community bylaws, containing a restatement of the powers and duties of bodies within the foundation.
The document legitimizes the expelling members immediately with no due process and for spurious claims.
This document only weakens the trustees and our ability to exercise any oversight or control over the foundation; for the ED, the BoD, the MC - itâs mostly the opposite - they are not burdened with better accountability or required to heed heed the trustees more.
The document presumes to limit the transparency requirements - which the BoD routinely violates: Instead of the requirement of âprocesses, discussions and decisionsâ being made public, these âbylawsâ indicate that they are only public âin principleâ. And in practice? It doesnât say, but we know the answer.
The inherent conflicts of interest of foundation employees are explicitly excepted or swept under the rug, as if your salary being paid by the foundation and the ED and the BoD being your bosses has no effect on your interests and decisions.
For example: The MC is allowed to decline membership renewal requests based on nothing more than a rumor or a whim (âknown to have demonstrated behavior damaging to the communityâ); without any due process; without even announcing this has happened nor justifying its decision; and is under no obligation to justify this
The document strengthens the EDâs power within the foundation, further, instead of checking it in any way (e.g. with term limits or other means). This is also a further centralization of power in our foundation, which is already overly centralized.
Thanks Sophie. I see that document is read-only. Would you be able to put a copy into git please, so we can all comment on it clause by clause and discuss the text properly?
So I guess you are complaining about the previous board as the process was started, apparently quite in a rush, with the intent of forming a small committee by the then chairperson.
Fortunately those opaque interests did not find their way in the current draft in which all the members of the BoD and all the members of the MC were free to participate, not just a small committee.
So the danger you are talking about has been avoided.
Even if you keep repeating that it doesnât make it true.
I know you are still confused as you havenât read the many explanations that have been provided on the matter.
To make it easier for you to understand in future now there is a new challenging phase to remove the candidates before the voting phase.
Candidates that, as was the case during the previous MC election, âviolated the Statutes, Conflict of Interest Policy, Code of Ethics and Fiduciary Duties, or have shown behaviors that go against commonly recognized good management practices while performing their duties in TDFâs bodies or have misused TDFâs assetsâ will be removed from that first phase instead of the one present only after the voting as it has been done up to now.
the experience of various members of the BoD and MC that had to deal with many abuses not only of the statutes but also the laws. This is a good opportunity to use those lessons learned and clarify the rules to make it more difficult in future for people to damage TDF and its community.
Thatâs what was written also in the original draft
Where do you read that? If you think the process is not clear how would you improve it?
Where do you read that? If you think the process is not clear how would you improve it?
I believe itâs quite the opposite as now theyâll have to respect the Code of Ethics and Fiduciary Duties as well as the Conflict of Interest Policy.
I hope one day youâll understand that releasing legal documents related to ongoing disputes is not beneficial to TDF as itâs not for any other organisation. Please do ask your lawyer.
You know the answer as this board published all the stuff it can including also what the previous board did not publish.
Are being taken care by the Conflict of Interests Policy and by their exclusion when deciding matters related to members of staff as this board has always done.
Here you once again demonstrate your ignorance on many facts. Members of staff have been badmouthed and harassed by members of the BoD in the past while they always acted professionally and with TDF best interests in mind. The ED is the person responsible for managing the team and has always done an excellent job at it despite the numerous attacks and backstabbing.
âSee âContinuity of Membershipâ for the most common reasons for refusal.â
Where do you read that? The âExecutive Directorâ section hasnât changed much from the previous version of the draft.
Now that you went through general complaints would you mind also being a bit more positive tell us if there are improvements you could suggest?
It is normal that is read only as itâs just too long and complex to leave it open to all to make changes without first understanding the implications of those changes.
Letâs leave the members of the Board of Trustee read and evaluate the improvements we, the BoD and the MC, implemented in the Community Bylaws for a few days and then letâs see what constructive feedback they will provide.
Some members of the Board of Trustee might no be fully aware of the lessons learned that led to many of the improvements found in this draft so they might need explanations before diving into making amendments.
Perhaps you failed to read beyond the first sentence.
It is completely normal for a complex document like this to be placed into a location where issues can be raised and discussed and changes proposed without actually editing the document. In the second sentence I requested placing it in git for this purpose so that all Trustees could improve the draft. You will recall this was the process used for the procurement policy.
thx for sharing that draft, Iâll read through it over the next few days!
One immediate question though: since the bylaws contain aspects that affect the team, as well as the ED - the document was primarily edited by you, but received feedback from the listed parties?