Poll: Do you agree to a foundation with a board of EU residents only, based in the EU, e.g. Germany?
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Do you agree to a foundation with a board of EU residents only, based in the EU, e.g. Germany?

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#11
Originally Posted by Win7Mac View Post
I feel the same. We would lose Woody, GeneralAntilles and probably even Jaffa, which cannot be good...
I guess the option of some other EU or just European (e.g. Switzerland) country where there is not such restriction has been already considered and if it exists it's anyway unpractical? Or is there some specific advantage coming from German legislation?

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
Does the e.V. general meeting require the physical presence of all attendees at the meeting place or can it be held 'virtually'?
 

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#12
Originally Posted by minimos View Post
I guess the option of some other EU or just European (e.g. Switzerland) country where there is not such restriction has been already considered and if it exists it's anyway unpractical? Or is there some specific advantage coming from German legislation?
That is actually a good point which I haven't investigated so far. Laws for associations in Germany, Austria + Switzerland are quite similar, but probably have significant differences. For other EU countries, please elaborate.
For the moment, the situation is that we have some people in germany (willing to actively fund this association + suited for board, who in the end have to handle some things with local authorities and bank stuff). If we find some fellow members in some other country which offers an easier attempt - we might prefer that. Just because I'm from germany that does in no way mean I want to push it over here, I'm just offering my services as treasurer (with no chance to report anything so far, because our bank + paypal accounts are frozen).
It's up to community to discuss options.

Originally Posted by minimos View Post
Does the e.V. general meeting require the physical presence of all attendees at the meeting place or can it be held 'virtually'?
No, it can be done virtually/digital, even the inauguration if the statues say so.
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Last edited by Win7Mac; 2013-08-31 at 15:24.
 

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#13
A couple of things alarm me:

1. I think the restriction to only EU citizens is a deal-breaker, unless possibly there are things in place to compensate for this.

2. What, the existing Hildon Foundation funds are inaccessible?!?! (except by Rob I guess.... nice.)
 

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#14
Originally Posted by shawnjefferson View Post
2. What, the existing Hildon Foundation funds are inaccessible?!?! (except by Rob I guess.... nice.)
Yeah Rob put the community in this mess by removing himself from the bank account without adding the new directors... It's pathetic how much damage a single ***** can cause to the community...
 

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#15
Originally Posted by shawnjefferson View Post
1. I think the restriction to only EU citizens is a deal-breaker, unless possibly there are things in place to compensate for this.
It somewhat is and I'm not aware of anything that would compensate for it.
As I mentioned earlier, a commitment as a board member is more of a long-term approach. Excessive annual changes of personnel is not desireable, as all changes to the statues (which state the positions of board members) have to be registered to the official register of societies and associations at the district court through a notary.

Originally Posted by shawnjefferson View Post
2. What, the existing Hildon Foundation funds are inaccessible?!?! (except by Rob I guess.... nice.)
The bank just closed the account due to what thedead described and sent a check to Rob, which he said to forward to Woody in the next few days. Meanwhile, Woody is going to open a new account at another bank where he can then redeem the check for deposit. This check is worth $4,018.70.
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#16
omg ! so much pressure.
 
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#17
Well, that's not as bad as it sounded at first then... As soon as Woody receives the check, things are pretty much back on track as far as the money goes!
 

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#18
Originally Posted by shawnjefferson View Post
Well, that's not as bad as it sounded at first then... As soon as Woody receives the check, things are pretty much back on track as far as the money goes!
I hope so. It appears that banks generally have a problem with granting random international access to their accounts because of identification/validation issues, no matter where the foundation is based. It's hard to find an office manager that would open such account and show responsible if things would go terribly wrong for them for whatever reason. I hope we can fix this soon, for now Woody is our treasurer in effect.

While I still think an eV generally is a good way to go, let me try to smooth out some doubts. KDE and their articles of association is a good example for a somewhat similar association and they are a german eV. I didn't investigate in their history and there are substantial differencies though, like they have tax-exemption and no voting rights for extraordinary members (community). But they show the longterm approach that any board in such an associacion has: "The members of the board are elected by the KDE e.V. general assembly (in our case: council) for a maximum term of three years". Here, extraordinary members have no voting rights at all, but can apply for regular member status; instead of limiting general assembly/council, they are gathering active members.

So if we want to continue this road towards EU, where our server-HW is based and the money actually needs to be accessible, what we'd need for board is at least 3 EU residents who are willing to take the burden of showing responsible and doing all the paperwork for quite some time. Still, the General Assembly (council) is the highest decision making organ of the Association and is generally in charge of all duties, unless these Articles of Association have assigned specific duties to another organ of the Association.

For the requirements, we would then need 4 more people (7 is minimum) to actually fund and inaugurate the eV with its board; preferrably, but not limited to EU residents (each of them has to sign the inaugurational docs, board as representatives by notarization). These 4 additional funders could be extraordinary members as well as council.
So I reworked the drafted articles of incorporation and introduced a few things to fit our desires:
  • 2 Purpose of the association - (please do elaborate!)
  • 3 Self-abandonment - discarded tax-exemption (as mentioned earlier)
  • 4 Membership - introduced council as general meeting and set community as extraordinary members with rights to only vote council as their representitives once per year, introduced honorary membership - they may get voting rights for general meeting and/or act as conciliation committee (as 4th body, up for discussion!)
  • 5 Fees - raised to >=100/year for promoter status
  • 6 Institutions of the association - introduced 3rd body: extraordinary member meeting (to vote general member meeting/council) once per year
  • 7 Board of directors - some minor tweaks, elections still once/year
  • 9 Extraordinary member meeting - introduced regulations
If we agree to fund this eV, I suggest to drop the US foundation, as keeping it would simply mean double work incl. accountancy, taxes, meetings, elections...

BTW, as we can't get hold of the major part of email conversation from previous board secretary (thanks again SD69), it seems that we will have to start all over with Nokia regulations again.

DISCLAIMER: I'll be a happy funder if we decide to take this step, but will not be available for any position in such new board of directors.

Sorry for the wall of text, if anything appears unclear to you, please holler. Anyway, nothing is set in stone, rather I ask for your input and discussion.

Again, here's the draft for the articles of incorporation still in need of your input and english translation at the end of the doc: https://etherpad.mozilla.org/AMabik4zeD
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Last edited by Win7Mac; 2013-09-09 at 17:39.
 

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#19
Why Germany? Lots of board members from Germany?
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#20
Originally Posted by Dave999 View Post
Why Germany?
Hildon Foundation was established to act and do business on behalf of community, like collecting donations, signing contracts, do negotiations and payments. The eV-idea was to get the foundation with its bank account to where the servers are located and account access would be needed. As maemo servers actually are hosted at IPHH in Germany (for free even, thanks to the engagement of Falk Stern alias warfare!). This, of course, does not require the foundation to be based there too, it just would make things a lot easier if it would be in the EU. Please also see post #12.

I cannot stress enough, that an engagement in a board of any foundation is meant for a longterm approach. While there of course are options to replace or elect new board members in whatever interval, regular changes are not desired. We would need to find 3 EU residents who are found to be trustworthy by their commitment towards maemo so far who are willing to show some resposibility and serve community unlike council, more in the background.
If we manage to sign me to the new bank account and fix paypal, there is no urgent need to do anything and I can finally start treasuring... .

Originally Posted by Dave999 View Post
Lots of board members from Germany?
GeneralAntilles, Jaffa + woody14619 are in the US, chemist + me in germany.
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Hildon Foundation Board member term 2013/2014

Last edited by Win7Mac; 2013-09-10 at 02:34.
 

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