Community Bylaws initial version

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 doesn’t make it true.
I know you are still confused as you haven’t 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, “violated 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 TDF’s bodies or have misused TDF’s assets” 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.

That’s 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 it’s quite the opposite as now they’ll have to respect the Code of Ethics and Fiduciary Duties as well as the Conflict of Interest Policy.

I hope one day you’ll understand that releasing legal documents related to ongoing disputes is not beneficial to TDF as it’s 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.

“See “Continuity of Membership” for the most common reasons for refusal.”

Where do you read that? The “Executive Director” section hasn’t 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 it’s just too long and complex to leave it open to all to make changes without first understanding the implications of those changes.

Let’s 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 let’s 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.

Hi @sophi ,

thx for sharing that draft, I’ll 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?

Best, Thorsten

I thought it wouldn’t have been necessary to remind you that, in that specific occasion, we received comments in relation to some not feeling comfortable in using git for that scope.

Anyway, as during the past 11 months the whole BoD and MC had the opportunity to add their own comments and changes we should let the members of the Board of Trustee read the resulting draft, explain to them the reasons that led to specific changes and let them provide constructive feedback in this public forum.

CommunityBylawsConsolidation-20251129-DE.pdf (97,3 KB)

Here’s a German translation done via DeepL.

Hi Thorsten,

The document was shared on the mailing lists and directors and MC members edited it or used tracked changes or comment threads to modify the versions. As said also it was repeatedly reviewed by our independent legal counsel Carlo Piana

Cheers
Sophie

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Here is the French translation helped by DeepL

CommuntyBylawsFR.odt (63.0 KB)

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Merci Sophie !

Just a quick note to say: the new bylaws draft, as Eyal points out contains many extremely controversial items, and merits significant thought and discussion in my view. I’m still trying to digest many parts of it.

Thanks for that - I was re-assured by the commitment in the last board call that there is no rush here; after ~15 years without bylaws - we can take some time to discuss and get these right. I’m also pleased to see that explaining the reasons for specific items there can be provided, that is good.

One item that confuses me is why the BoD and MC have been developing such a significant body of policy that is the bylaws in private for 11 months. What was the exceptional need for confidentiality there ? and can the discussions and decision making that went into the document be made public ?

We just carried on the process that the former chairperson, currently your employee, started and instead of doing it as a small committee as envisaged we included all the members of the Board and the MC.

As you can see now the result is public so that you can comment on the actual merits of it.

Hi @PaoloVecchi ,

Thx for crediting me for kicking-off this long-overdue project. But let me outline in detail, how that was initially planned:

  • Bucharest conference 2023 - first discussion, plan was to have Marina/Thorsten/Cor/Paolo kick-off the process with some initial thinking & drafting (you notice the very obvious & deliberate balance in this group)
  • discussed again on 2023-10-02 with action items
  • that led to a poll by me, and an initial kickoff meeting on November 17th, 2023 - participants where Cor, Paolo, Shinji, Sophie, Uwe, and myself (no other BoD or MC member, nor BoT member present at the board call volunteered)
  • consensus was to then have Sophie draft a rough initial version (based on existing, historical documents), polish it & agree on that within the group, then share with the community (all within 1-2 months) for wider feedback & eventual adoption

There was no plan to work on this for 11 months in secret (well, it’s now effectively 24 months - Sophie started the work IIRC in November 2023). There was deliberate effort to create a working group with a wide spectrum of views & community representation (open to a group including, but not limited to BoD and MC). There were no plans to grant the BoD far-reaching & unchecked additional powers, nor going against both letter and intent of the TDF statutes - instead, the plan was to only regulate what so far was missing from the initial statutes: details on acceptance and removal from the Board of Trustees, § 12 (5).

Therefore, I sadly have to conclude that the current board did not carry on the process I had initiated. Instead it came up with an almost irredeemably partisan document, which will likely exclude vast portions of the current membership, with even less oversight than before & no recourse. Or are you telling me, that this document was co-written by all of the BoD & MC members, in bipartisan agreement?

Best, Thorsten

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Didn’t you send out an announcement about your plan to change the Bylaws when you started the project back in 2023?

Where did you read that?

Odd, I can’t find any reference or any minutes saying anything about any limitation of scope. Could you check in your archive and provide us with some evidence supporting your statement that the committee agreed to that limited scope?

Please do define “partisan”.
I see that you and your employer often use the term “partisan” when someone doesn’t agree with your views. Is that by any chance a corporate lingo that is being misunderstood or is an attempt of creating artificial division where there shouldn’t be any?

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).

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#de§12-5

and English → #§12-5

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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.

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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.

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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 :slight_smile:

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was in English → FACTION Definition & Meaning - Merriam-Webster

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