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

Well, as for me, any honorary members or any other decision should be accepted by the community

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

With the actual bylaws, the decisions community can make today is to vote for board, council, amendments of the bylaws and referenda for the election process. Board basically shows responsible/liable for the foundation and only decides about board matters; this will not change with the e.V. All other decisions are made by council. The idea behind the KDE-model is to strengthen this group for day-to-day decisions by expansion and putting more weight to their vote (by allowing only regular members to vote). This will (hopefully) result in better integration of active members, improved organisation of relevant tasks and reduced workload for single councilors. With this model, regular members can establish commitees/groups as they seem fit (upon majority of votes) and delegate responsibility/work. Today, only 3 people do that.

If there's one thing that we need, it's active supporters (e.g. maintainers) IMHO.
Shifting voting rights from community to active/regular members means empowering active members.
I believe that's why KDE chose this model and why we should at least consider it.

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

I see the point. So what about some "veto" for the community?

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

Sorry I totally completely fail to see the reasoning behind this. Who are those 3 people? I'd like to get to know them! Since council FAILS to delegate/shanghai, no matter what the task. It's always COMMUNITY that picks up on a task and sometimes council can find a way to facilitate. It's NOT like council (or, to my knowledge, HiFo or techstaff) has ever rejected (nor shanghaied) community members for a task.
And PRETTY PLEASE don't tell me such stuff would reduce my workload as councilor! IT WILL NOT!.Au contraire. I can tell for sure since I've seen and whitnessed it in the difference between a council of 3 and a council of 5, with the latter being way more hassle than the former one.

Best Regards
jOERG
(council member)

http://talk.maemo.org/showthread.php...21#post1411021

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

Ok, I think I pointed out enough alternatives and viable options.
But the general estimation of HiFo-board and council seems to be to stick to the actual bylaws where possible and this seems to be the preferred model at hand; for clear arrangement, I left out the arrows for who reports whom, so here it is: board reports to the General Assembly, council reports to community.
http://i.imgur.com/oZnybf8.png
With this model, the following changes will apply to the new bylaws:

• a General Assembly will be established. As already mentioned, this is a requirement by law, it has to exist as a body as well as board. It is the highest juristication in a german Verein and usually, but not nescessarily (a commitee could do), elects board. In this case, board will be part of the General Assembly
• as a measure of attempting to keep voluntary board personell in position as long as they're willing, voting rights for board will be shifted from community to council, while board members still remain the right to vote for themselves. In order to allow such a constellation, we should make sure that there'll *always* be more council members than board members (today, it's the other way round and that feels wrong to me if it would stay like this in the new model)
• only active members from within the e.V. can apply for board

I will now prepare the bylaws accordingly in german and hopefully can provide an english translation soon.

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

As already mentioned in the german thread, it seems good practice for an e.V. to not put all regulations in the bylaws, but to set up additional regulation documents. The main reason for this is that any change to the bylaws needs notary approval and has to be submitted to the registering court which means hassle and costs. This does not apply for complementary documents. Some basic regulations however, by german law, have to reside in the bylaws itself.
The bylaws have to be seen as the constitution and the regulations as jurisdiction.

For now, the only additional regulations next to the bylaws is the Community Council/Election process document. Please note that this has already been altered several times.
I'm really no expert with this, but what I've read so far, I'd suggest to keep the bylaws low on regulations and set up these complementary documents:

• election regulations (including existing regulations)
• general regulations (handling membership and internal relations, delegating duties; the election regulations may be part of this)
• board regulations (including election regulations)
• arbitration agreement

This will likely be the best solution in regards to flexibility. We then would have to separate those regulations that should be hard to change (put in the bylaws) and those that should be easy to change (put in the additional documents).
So in the end you would have to look at two documents to find out about the circumstances of a case. But this really shouldn't add complication, simplicity remains a major goal for all regulations.
For now, I will continue with the complementary documents. In case that's unwanted, they can be integrated in the bylaws any time.

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

Unfortunately, the above model doesn't work out. So here's an updated diagramm that also shows the additional regulations and who will be allowed to alter these:
http://i.imgur.com/78Zj4Ks.jpg
Some remarks:
- inauguration meeting = 1st General Assembly * founding members = 1st regular members
- Board, council, general assembly and community are bodys of the association, board election committee is, well, a committee with the single purpose to vote for board, nothing else.
- In order for the bylaws to be legally valid (and hold council-elections), the General Regulations Document must be in place so there basically is no real alternative to having the General Assembly to instate this.
- By german law, the initiating body of a regulations document must always remain sovereignty to change it.
- Board regulations only handles internal organisation, it does not affect other members. For the sake of boards seamless actionability, they should hold sovereignty over this doc.
- Bylaws always have priority over complementary documents.

The documents are almost ready (in german language):
Bylaws: https://etherpad.mozilla.org/AMabik4zeD
General Regulations Document: https://etherpad.mozilla.org/imtFYfpUKK
Board Regulations Document: https://etherpad.mozilla.org/uwQXMscA2n
Arbitration Agreement: https://etherpad.mozilla.org/ycnusfXYOe

Please review and help with the english translation at the bottom of each webpad.
Thank you.

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

Should the translation be straight below the text? I translated the agreement's initial part that way. And left both versions [[ sex / gender ]] to avoid the political / ideological discussions :)

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

Exactly, just like that.
The Arbitration Agreement is optional and the least important one for now.
It would be great if we could have the bylaws and General Regulations Document ready first.
Many thanks.

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

Ok, we found out a board election committee means unwanted admin overhead and is somewhat hard to put into practice, so we settled for this option: http://i.imgur.com/BNUVs23.png.
I have updated the relevant documents:
Satzung/Bylaws: https://etherpad.mozilla.org/AMabik4zeD
Vereinsordnung/General Regulations: https://etherpad.mozilla.org/imtFYfpUKK
Vorstands-Geschäftsordnung/Board Regulations: https://etherpad.mozilla.org/uwQXMscA2n
They alreday had a first review by an attorney and are now being finalized in conjunction with him, so some minor edits still may occur. For now, we're looking into how to instate the council without the need for regular elections. But all basic things are set. The most pressing issue now is to get a decent english translation that we can publish so all founders can review them. Your help is highly appreciated.

Another thing that needs to be mentioned is that this transition comes with quite some costs. But unfortunately, we don't have much choice since Woody resigned. We'd be lucky if dissolving the US foundation (incl. filing taxes for 2012-2014) and registering the e.V. incl. notary fees, attorney, postage, (translator?) will not exceed 1000 €. We really don't like to see money being eaten away by such costs and all our efforts go towards keeping those as low as possible. But we believe this money is well-spent in order to provide vital grounds for our community, especially for active members. Rights will be shifted towards Council and regular members, which will hopefully lead to a better relation between council and board.

Unfortunately, because of the translation issue, the announced date (tue, march 04) for the kickoff meeting will hardly be sustainable. Shifting it a few days is no problem though as long as we can agree on a new date. But we're still lacking at least one more founder. And in order to keep delays and risks through postal service minimal (bylaws have to be originally signed by every founder), we are aiming to find nearby mates. So far, founders reside in Kaiserslautern and Hamburg in Germany, and Helsinki or Järvenpää in Finland. Ever wanted to meet a fellow in your area? - Here's your chance... ;) Would be nice to also have one or two "spares" at hand, in case someone won't be able to make it.
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