moving Hildon Foundation to a german e.V.
 

Dear community,

Hildon Foundation has decided to move the association from a US-based foundation under the law of Pennsylvania towards a german "eingetragener Verein" (e.V.). This decision basically is drawn because it makes a lot of things a lot easier to keep a non-profit status with exempt from taxation and self-govern community tasks including bank issues (for now, the status of both, bank and paypal accounts, are kind of frozen since the bank declined to accept the new board members).

So I have drafted an articles of incorporation which is supposed to be the equivalent to the US bylaws, it just has a different base and structure. It is by no means complete or ready to go, just something to start with that needs your input. This is your chance to state your idea about what HiFo's laws should be like. The starting point are the basic requirements of a german e.V., which I assume to be given by this draft and are open to take over desired parts of the actual bylaws.

I'm asking for your input regarding content as well as a proper english translation. Please type your tmo user name in the upper right corner (no need for registration!) and share your thoughts by ##commenting in the document##, in the chat or preferrably right here.

The draft: https://etherpad.mozilla.org/AMabik4zeD

Re: moving Hildon Foundation to a german e.V.
 

e.g. § 2 Purpose of the association could use some descriptive clarification, this is a crucial point; a purpose of general interest is important.

Re: moving Hildon Foundation to a german e.V.
 

If this helps to move on I'm all in :) As my English is not as good as I would wish it would be I can not help in this matter.

Re: moving Hildon Foundation to a german e.V.
 

Thanks for picking this up Win7Mac... This needs to move and sadly I have neither the time nor skills to help. My German is that of a toddler on a good day.

Re: moving Hildon Foundation to a german e.V.
 

Exempt from taxation seems to add a lot of overhead and personal/financial risk to board members, so it seems appropriate to sacrifice that in favor of freedom to act on our behalves. And after all, we're indeed non-profit, but not really charitable.

One of the downsides with a german e.V. is that all directors/board members must be EU residents. It appears to be that their position is meant for a longer term rather to change once every year, especially exchanging treasurer(s) seems kind of a hassle on a yearly basis.

Also, it appears to be unclear how to integrate a council with superiour rights over "extraordinary members". Usually, there is no such group in an e.V. (not nesessary but can be established), but actual bylaws have that integrated.
And we should make sure all this gets some kind of Community legitimation/mandate from coucil.

Re: moving Hildon Foundation to a german e.V.
 

Wasn't one of the concerns of a non U.S. based organization was transfer of user information (talk.maemo.org) to a non American organization was problematic?

Re: moving Hildon Foundation to a german e.V.
 

Indeed, the talk.maemo.org server was in the USA, while the rest of maemo.org resided in Finland, EU. Since the migration, servers for maemo.org and talk.maemo.org moved to IPHH in Germany earlier this year. But this is rather unrelated to where the organization is based, we could choose any hoster anywhere. HiFo itself holds no records of members or their data.
But frankly, if you ask me, if there's anything problematic in that regard, it'd see it in the USA with their three letter agencies. I have more faith in german/EU laws than in US ones.

Re: moving Hildon Foundation to a german e.V.
 

Isn't this a deal breaker? I'd feel uncomfortable having such restriction.

Re: moving Hildon Foundation to a german e.V.
 

I don't think the "board" of an e.V. has to be identical with the BoD we know from HiFo. Rather any such e.V. needs to include HiFo BoD and council and whole community in a reasonable way in the statutes.

HiFo been (still is) subserviant to council which is proxy of community. In short HiFo is community's cashier. Any e.V. needs statutes that make sure nothing changes in this absolute and ultimate control of community over their funds. There are a few further tasks HiFo is serving on behalf of community, like signing contracts (nota bene that even negotiation of any such contract has to get done or at least get approved in/by community or at least their proxy: council).
Anyway who's director of such an e.V and who are the inaugural members is *absolutely unrelated* to whatever structures, procedures, entities get established in e.V.'s statutes and decisions to manage the bank account and contract signing. It's just a daunting task to get that stuff right, but not a showstopper.

cheers
jOERG

Re: moving Hildon Foundation to a german e.V.
 

I feel the same. We would lose Woody, GeneralAntilles and probably even Jaffa, which cannot be good... :(
A general rule for an e.V. is that it needs at least 2 bodies:
1) a board of directors and
2) a general meeting, where the general meeting is supposed to have supperior rights over board by electing and controlling the board.
So here's one solution: have minimum directors (1 would be enough, 2 or 3 probably better) and have council instead of community as the general meeting. Community would loose voting rights for board in favor for council to represent them. So council only elects board and this might pan out well with a bigger council. This is just one suggestion among others, another one might be to have council as another 3rd body.
But either way, community has to put trust in board. And let me add from experience, that there really is no power to grab as discussed to hell last year, it's rather about responsibility and adds workload. In fact, the culture of clubs/associations is decreasing due to people not being willing anymore to share their time.
I know we can do better!
e.g. join #maemo-meeting right now, hoping your council will show up and we can dicuss this... :rolleyes:

Edit: We can also discuss if we want to keep the US foundation or nuke it, both possible.