This document does not represent the united view of the Board, nor I suspect the MC (although I have limited data on that since the MC has not minuted any activity for a significant time).
Odd that you are saying that as I’m not seeing any major disagreement from any member of the board or the MC during the past 11 months on any of the versions that have been sent back and forth between all of us.
There have been a couple of comments by one person about a few lines of text but when asked to provide a more detailed analysis about these comments no answers came back indicating that these few lines of text were OK after all.
So it seems there is a consensus or at least a vast majority support for the draft that has been published.
Well let me be clear then as you’ve obviously not understood. I disagree with the document, I agree completely with Eyal’s analysis and I oppose adopting it.
I recognise that the faction you speak for loves it; others don’t, and your failure to acknowledge that is significant. However the changes required to make it fair to all TDF Trustees are far too large to be achieved by mere comments and corrections - it needs a full, open review, or (better) replacement with a much smaller document that addresses only the points where the Statutes call for specific bylaws.
Definitely, this document does not represent the united view of the MC. At least, being an MC member, I do not agree with this doc.
Definition of a faction action: Anyone who engages or attempts to engage in violent action against a legally established government with the aim of provoking unrest. (source: FACTIEUSE : Définition de FACTIEUSE)
I promise that what I wrote in the document was solely for the good of the foundation, respecting its statutes and clarifying few topics. There was no attempt to engage in violent action against the foundation. And speaking of partisan, considering who I am, that’s not the best term to use with me or those who remember the resistance in my country.
That’s a long time I and several FR community members wanted a document that clearly detailled the foundation organization, that’s great to have it now, it will help new commers to understand how the foundation is working.
In light of what happened in previous years, with for (one) example TDC’s attempt to strip the foundation of its substance, it seems obvious to me that we must clarify how we have adapted the foundation’s governance to its new landscape and how, as advised by many of the consultants who advised us over the past years, we have modified its governance, and we have worked with Carlo Piana (Carlo Piana - Wikipedia) on this
However, I can understand that for Collabora, agreeing on a limit of their representation in the board of trustee could be difficult. But this request to protect the foundation from being taken over by a company, was and is very legit to me.
I’m waiting for more feedback from the other native language communities as we have translated the document, but I’m happy that finally, we have it done 
… what happened in the past few years that requires setting clear rules to avoid the repeat of the abuses that are well documented in legal statements, audits and behaviours that would be unacceptable in any organisation and even less within a Foundation such as ours, “your failure to acknowledge that is significant”.
I do understand that you might have been quite busy lately as you failed repeatedly to perform even your basic duty of voting for important administrative matters for TDF but then if you are completely unprepared on the matter at least abstain from making comments of that type.
If you also failed to make any positive contribution to the document for the past 11 months then you should be thankful to the members of the board and the MC that worked on it taking in consideration all the gaps in terms of rules and clarifications that allowed a few to create the legal mess you should know about.
Do you really see it necessary to use such a divisive language like others using the term “partisan” with whoever doesn’t agree with their corporate view and interests?
If you have to resort to these types of linguistic tricks then you give the impression that you have nothing intellectually interesting to offer on the matter so you could have simply avoided that comment.
You are supporting statements that are factually incorrect and that is yet another failure to perform your basic duties.
As a member of the Board of Directors shouldn’t you lead by example and show that you actually read and validate statements before supporting them?
I suppose my first answer clarifies why this would be a very unwise plan.
I don’t know why you use words like that, but it’s obviously not about “loving” any kind of document. These things are necessary to fix TDF – to ensure healthy, independent governance of a non-profit in the future.
I don’t “love” it. In fact, I wish we were never in this position. But given the situation we are in, after the previous Board terms, we have to make changes so that we can continue to run TDF for everyone, including in the interests of all the volunteers that help to make LibreOffice.
Hi Mike,
But in whose opinion? Like Eyal and others, I see many things in these bylaws that will break TDF even more. We need to open up to at least the Trustees for a full review. That doesn’t mean posting a read-only document on a take-it-or-leave-it basis, it means discussing each section carefully and considering what is needed and why.
This is not binary. I am in favour of change, and indeed have requested bylaws be written. But these bylaws are not going to make things better. They include many problematic concepts such as terminating membership after just three months, ejecting Trustees on the basis of hearsay with no recourse to due process, excluding people because of their employer and more that are simply wrong and open to abuse.
TDF needs to include and give voice to more of its historic supporters - the one year renewals are already harmful - not fewer. There are definitely some bylaws needed - s 10(3) calls for one, so does s 12(5). That’s where we should start, and only add more once those are agreed by the trustees and passed by the board.
Cheers
Simon
Why are you saying this to me? I do not speak for Collabora, have never had a relationship with the company and have no interest in arguing for special treatment for them.
The code of conduct committee does not appear to be gathering opinions.
It seems to be nothing more than an internal charter, full of common sense, but not a legal text.
If not, please clarify what it is linked to.
The appointment process raises questions, as there are no elections and no required qualifications. One of the current members is also board director. As with the ESC or other, this is incompatible due to the obvious risk of bias.
“The Code of Conduct Committee is in charge of enforcing the Code of Conduct. CoCC members are not elected but appointed by the Board of Directors. It is composed by an odd number of Board of Trustees members. For more information, see [Code of Conduct Committee](#2.1.1.6.Code of Conduct Committee [CCC]|outline) under Governance.”
As a reminder, the bylaws are in my mind for several years now. Like the Code of Conduct when I wrote it, they belong to the necessity to protect TDF and its contributors. Maybe the old CoC was good in the past, but not enough to participate in certain programs like Outreachy. Maybe not having Bylaws was good for the small community we were 15 years ago, but we have seen that more guidance and more strict definitions were needed to prevent the foundation from being drained of its substance. Or leaving the Membership Committee or the Board of Directors without the tools to resolve the very serious and unprecedented situations they had to face.
Some people prefer to have weak policies, that let the door open to everything. I fear that the modern world no longer allows for this lightheartedness. Clear rules, clear steps and clear processes will not prevent everything to happen, but at least it will help the foundation to keep its non for profit statutes in place. It is the role of the Conflict of Interest policy, the Fiduciary duties and the Code of Ethics and now of the Bylaws. We were asked to drastically change our governance model, this is what we have done with the advice of our lawyers.
Fluctuat nec mergitur, as we say in Paris 
Here is the last version:
Cheers
Sophie
“These regulations interpret, clarify and extend the Foundation’s Statutes,”
No, you can’t say that, if statutes need extensions, you have to change them,
To avoid any ambiguity, could you please clarify — ideally with confirmation from the foundation’s legal counsel — the exact legal status of this document?
In particular:
- Does this document have any legally binding force, or is it a non-binding charter of principles?
- Is it legally enforceable, and if so, against whom (members, officers, contributors, third parties)?
- Is it incorporated into or referenced by the statutes, bylaws, or any other legally binding document?
- Could it be invoked before a court, or is it intended purely as guidance?
I’m not a lawyer, but as a free software contributor I struggle to see what is really being protected here. The software is already free and forkable; what seems to be protected instead is an administrative structure — staff, committees, and control over supervision. The text also feels largely shaped by a single perspective, and I would expect a review by legal counsel to result in a quite different, and likely more robust, structure.
The inconsistent normative language (including conditional and subjective formulations), the absence of numbered articles, and the mixing of principles with enforcement mechanisms make it hard to believe this document is regularly reviewed or structured by legal counsel.
This clarification seems essential, given that the document is presented as important and structuring, so that everyone clearly understands what it entails — and what it does not.
“The document legitimizes the expelling members immediately with no due process and for spurious claims.” (Eyal)
That is exactly the document says. No appeal, anonymous complain. No contradictory process.
Not what we expect from a fun project. So anybody can write a" lettre de cachet"
Tell me I’m wrong!
Hi @sophi
I’ve put together a mechanical red-line diff between the initial and latest versions of the Community Bylaws, in case it helps others quickly see what changed:
yep.
unfortunately, impossible to understand WHY it was changed.
just out of arbitrary :
Inactivity … than
three (3)six (6) months

and this globish
The applicant, by applying for a membership, implicitly confirms they will abide and conform to TDF’s Code of Ethics if their application is accepted.
is just : Members (AKA Trustees) shall conform to TDF’s Code of Ethics.
Hi,
The text is called ‘Community Bylaws’ and includes a large section on what the community is, so let’s talk about that.
However, I think the section on the concept of ‘community’ poses a real problem in terms of clarity. The distinction between members, contributors and users is vague, and the very large inclusion of ‘the community at large’ is more in line with a charter of values than a ‘community’ regulation (for members, not the whole world).
Community rules of procedure cannot under any circumstances restrict the fundamental freedoms guaranteed by free software: use, redistribution, criticism or organisation of users, whether or not they are members ‘trustees’ of the foundation. Free software does not make these rights conditional on an assessment of reputation or intention, or even competence…
As it stands, the scope of application (‘all projects’, ‘their communities’, ‘community members’) and the decision-making procedures based on ‘submitted reports’ without any details on their nature or guarantees raise legitimate questions. The text does not clearly specify what it does not govern, which opens the door to interpretations ‘at the discretion’, ‘reasonable fashion’. of TDF. This word should also be banned.
As it stands, this text imposes obligations on ordinary users, who are also at risk of being blacklisted by your COC. We could also ask what you do with personal data, as it seems that you are also talking about creating a file on certain recalcitrant members! GDPR is not something you can ignore !
I think you are trying to cast a legal net over all contributors, protect yourself from ‘hostile’ forks, and hand out penalties without due process. In that case, you need to do something other than free software.
Believe me, I want to be wrong about this, so please be clearer about your true intentions.
Best,
Régis
To end, some thoughts about :
The repeated use of wording like “at its discretion”, “may”, or “where appropriate” is not neutral. It is a way to keep everything deliberately vague: nothing is forbidden, nothing is guaranteed, and therefore nothing can really be challenged.
This kind of language allows an organisation to claim openness in theory while keeping full unilateral control in practice. The ambiguity is not accidental — it avoids having to define clear criteria, limits, or accountability. In effect, it muddies the water and shuts down meaningful discussion about governance.
Legally, this is hard to attack. From a community perspective, however, the impact is obvious: no predictability, all the risk placed on contributors, and no solid basis for long-term trust.
If openness is genuinely the goal, then conditional language should be avoided altogether. Conditional verbs and formulas that leave a wide margin for interpretation should be removed in favor of clear rules, explicit criteria, and defined processes.
In short, this is not openness — it is conditional openness without the conditions being stated. One side decides, the others adapt.
Looking at Revocation of Membership I’m interested in:
“If a member is involved in a legal claim with TDF or is affiliated
with a company/organisation involved in a legal claim with TDF, the
member must relinquish its membership”
and an affiliate includes:
“a former employee of OR former consultant (unless, in both cases, a
sufficient amount of time has elapsed since the relevant relationship
has ended)…”
Does that then suggest that it’s possible for a scenario where: Someone
has recently retired from the German Tax Office and becomes a TDF
member. Then there is some legal dispute over a VAT payment with the
tax authorities, so the TDF member as an affiliate of the organisation
involved in a legal claim, has to resign or be expelled?
Or if there is some TDF supplied signage at the up and coming FOSDEM
that collapses and spears Collabora’s CEO through the foot, triggering
some insurance claim through the company that ends up before the
courts, all Collabora TDF employees are likewise expelled?
When it comes to:
“At any time, no more than thirty per cent (30%) of … the Board of
Trustees may work for or be Affiliated to the same company, external
organisation or external entity (or any of its subsidiaries) as
employees or Affiliates”
What is the expected mechanism to deal with a surplus in this scenario,
where there is a large pool but some have to be excluded by events out
of their control? Random selection from a “shadow” membership? No new
members allowed in until existing ones go?