[VOTE] Adopt version 1 of Community Bylaws

Dear colleagues and friends in the Board,
Dear Membership Committee, Dear Community,

I think we now have a stable version of the document and I would like to submit the Community Bylaws to a vote.
This proposal is not only mine, it’s a joint proposal from Paolo Vecchi and me, based on the many feedback and contributions from the Board, the MC and the community.

The Community Bylaws were not only a statutory necessity, but it is an important tool for our governance as well as a guide for our community. We have to address the issues from the past which have impacted us for more than half a decade and will keep us involved for many more months if not for years in the future. Those issues have repercussions both at a social level for our Community and at a legal level for our foundation. That’s why I’m together proud and happy that we finally put this tool in place.

We needed to urgently show a change of behavior in the management of the foundation and we are doing it! The Community Bylaws are the result of what we have learned from the past, what we have had to go through and how we have grown ourselves. It stands in line with our new, codified Fiduciary Duties and the Code of Ethics Code of Ethics and Fiduciary Duties for TDF's Board of Directors - TDF Community Blog, as well as the version 2 of our Conflict of Interest Policy Updated Conflict of Interest Policy for TDF's Board of Directors - TDF Community Blog

Here, I would like to thank in particular Paolo. He initiated this process and contributed to the improved governance rules at a large extent, but he has also tirelessly advocating and fighting for their implementation for many years, also during several hard times and for which he was unduly treated.
So a big thank you :slight_smile: thank you also to all of you who participated to build this big achievement for our foundation!

This is a first version. With it in place and together with the community, we will improve it over time from what we learned from this first implementation. Some may find those rules are strict, but remember that it reflects the seriousness of the situation TDF has been put in and what we have to put in place against abuse and self-driven behavior.

Therefore, I propose the following vote:

TDF to adopt the Community Bylaws from CommunityBylaws-V1.odt - The Document Foundation Nextcloud and put them into effect, as per § 10 III of our statutes.

The vote runs 72h from now.

+1
Sophie

+1

It is deeply unfortunate to vote these through in this profoundly flawed form.

Almost none of the detailed questions that have been put publicly by those engaging here have been answered in this deeply flawed process.

Among many other problems the rules seem to create a massive change in the balance of power of trustees vs. staff, as well as appearing to conflict with the statutes at many places. I am surprised to see staff voting on the topic.

One of the most important question that is still un-answered is:

  • has this text been checked and confirmed as being fully compatible with the statutes by a qualified and insured Rechtsanwalt in Germany who has suitable liability insurance and is a member of the bar ?

Beyond that - it seems clear to me that while the statutes allow for pushing a first version through without a trustee vote: this was a bootstrapping provision (not yet used in 15 years), and that mis-using that provision today when it is clear that a vote from trustees would be expected is unhelpful. Doing that while at the same time not answering questions on the text from long term contributors is unbelievably rude.

Thanks !

Thanks a lot Sophie for contributing to the document and for collecting feedback from many other contributors.

Thank you also for your kind words.

+1

Paolo

1 Like

Can any board member confirm what organizations and individuals TDF is currently involved in legal claims against.

The consequences of this clause alone (as has been pointed out) could potentially include a rather large number of long term contributors via the novel and extraordinarily broad affiliation definition.

It is also interesting to know whether the board believes it has the power to edit the membership this way right before an election (although curiously the MC appears to be concurrently ignoring the statutes timelines on elections.

It would be good to know whom the board thinks should resign from the membership before the next elections start.

It is deeply unfortunate that despite having asked you many times over the years to kindly to check your sources to avoid making deeply flawed statements you keep doing it in most of your posts.

Please do take your time to actually read the document, you will discover that many of the public comments have actually been taken in consideration.

1 Like

I strongly oppose this vote and the lack of regard it demonstrates to those who disagree and call for the motion to be withdrawn. I requested an open review process because the changes needed are too extensive to be reported privately to the author and applied privately without an open discussion. This has not happened, despite the many wise voices questioning aspects of the document and the obvious need for formal review.

In particular the portions that remove membership from Trustees in several different ways without due process or transparency are simply wrong, are open to abuse and I fear they will quickly be abused to exclude from TDF anyone who disagrees with the directors who support this motion. These are not the only problems; there are many others, which other posts here have documented as recently as this week. This is not a consensus document of the Foundation as a whole, and no attempt has been made to make it so.

If the Board majority group insists on proceeding with this misguided and premature motion, I vote NO.

Hi Sophie,

+1

I vote in favor of adopting Version 1 of the Community Bylaws

I would like to thank everyone involved in preparing this document. This is an issue that our community has been waiting for since the initial discussions in January 2011, but which has remained without definitive formalization for a long time.

After 15 years, this board takes responsibility for finally establishing this historic milestone, transforming long-standing aspirations into a solid governance structure. Regardless of individual perspectives, what unites us is our commitment to the integrity of the foundation. Our priority is to ensure that TDF operates independently, always putting the interests of The Document Foundation first.

Best,

Eliane Domingos

3 Likes

You might have missed the fact that the few voices that made comments have been taken in consideration by the wise members of the board and the MC which amended the document accordingly.

As recommended previously please do read the motion and the document before commenting on it.

As this motion is neither misguided nor premature could you please state clearly if you vote no to a document that you haven’t even read yet or if you’d like to take time to actually read it and then vote according to the actual merits of the document?

Thanks a lot Sophi,

+1

–Osvaldo

Hi

To help make the changes clearer and easier to review, here is a simplified red-line of the differences between the initial and latest versions of the Community Bylaws:

This is a mechanical diff highlighting additions and removals only, similar to the redlining I shared earlier during the draft phase here:

Hopefully this makes it easier for others to see what changed at a glance.

1 Like

Just to double underline the unclear nature of this one new clause - it is possible to see what ChatGPT’s thinks - and it makes a number of interesting points:

IANAL, it seems the clause is deeply vague and broad. So - again I ask, who does the board think is currently “involved in legal claims ?” and/or affiliated with those.

Has the board considered the consequences of this on the membership as of today? I would like to think that this is part of its duty (predicting the future is of course harder than predicting the present - but this was flagged well ahead of time). If the consequences have been properly considered, then perhaps the board can share the list of those that this is thought to affect (?)

It seems to me that the text says very little about the fact that the community is today mainly digital, and it hardly addresses issues of privacy and personal data related to tracking contributions (accounts, messages, activity history, etc.).

However, this kind of tracking clearly falls under the GDPR, with requirements for transparency, proportionality, and limited retention. Are these aspects defined somewhere else (for example in a privacy policy or internal procedures), or are they handled elsewhere in the governance?

Dear Community,

-1

My dissenting opinion:

≠==========
We have repeatedly pointed out the problems among the current and former board members, which makes this absolutely unacceptable for the community we represent, even despite the forced, non-consensus vote. The rules described are not strict, but quite the opposite: without any justification, they weaken the free software principles of our founding document, destroy the forces that hold our community together, replace the golden people’s representation with numerus clausus, and even explicitly falsify the original statutes of The Document Foundation.

(Unfortunatelly, this vote was positioned during my holiday, so I had no access to any computer to write more about the details, which were already shared on board meetings and partially here and community discuss. I’m sorry, I can write more and answer only on Tuesday, when I will be at home again.)

Best regards,
László

1 Like

The Board of Directors at the time of voting consists of 7 seat holders (not including deputies). In order to be quorate, the vote needs to have 1/2 or more of the Board of Directors members, which gives 4.

A total of 6 Board of Directors members have participated in the vote.

The vote is quorate.

A quorum could be reached with a simple majority of 4 votes.

Result of vote:
5 approvals: Sophie, Mike, Paolo, Eliane, Osvaldo
0 abstain
1 disapprovals: Laszlo

Decision: The proposal has been accepted.

Dissenting opinion from Laszlo: “We have repeatedly pointed out the problems among the current and former board members, which makes this absolutely unacceptable for the community we represent, even despite the forced, non-consensus vote. The rules described are not strict, but quite the opposite: without any justification, they weaken the free software principles of our founding document, destroy the forces that hold our community together, replace the golden people’s representation with numerus clausus, and even explicitly falsify the original statutes of The Document Foundation.”

Conditional votes can not be counted. Votes must be made in an unambigious form. (Had the expressed opinion be counted as vote, the outcome would be unchanged.)

Florian

1 Like