CommunityBylaws and "actual structure and governance of The Document Foundation as a legal entity"

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Lionel Elie Mamane Lionel Elie Mamane
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CommunityBylaws and "actual structure and governance of The Document Foundation as a legal entity"

I'm reading the wiki page CommunityBylaws, and I'm confused. It says
"These Bylaws do not apply to the actual structure and governance of
The Document Foundation as a legal entity (...)".

But then they go on doing exactly that. For example, they explain how
the Board of Directors is elected, and by whom. The board of directors
is AFAIK usually the people responsible to the law / state / courts
that e.g. the money of the foundation is used in accordance to the
goals of the foundation. For the TDF, that would for example be "not
to feed the poor starving children of Bangladesh", which may be a good
worthy cause in its own right, but not within the TDF's goals.

http://blog.documentfoundation.org/2011/05/24/updates-on-the-foundation/
(the latest such update I found) says the foundation will be in
Germany. I notice that on the wiki page CommunityBylaws/de, BoD is
"Vorstand". Furthermore, according to the civil code (Bürgerliches
Gesetzbuch), the "Vorstand" is:

1) An entity mandated by law

2) _by_ _definition_ the body that represents the foundation _as_ _a_
   _legal_ _entity_

References from http://www.gesetze-im-internet.de/bgb/:

 §26 BGB: (1) Der Verein muss einen Vorstand haben. Der Vorstand
              vertritt den Verein gerichtlich und außergerichtlich (...)

 §86 BGB: Die Vorschriften der §§ 26 und (...) finden auf Stiftungen
          entsprechende Anwendung (...)


So to me, it is factual that the Bylaws *do* speak about the "actual
structure and governance of The Document Foundation as a legal
entity": they speak about the composition of the BoD, and the BoD is
part of the structure of the foundation as a legal entity, and by law
the BoD must be involved in the "governance of the foundation as a
legal entity".


Other examples:

 * The Chairperson (CH) is in charge of representing the Foundation.

 * The Executive Director [ED] is an Officer of the Foundation who is
   in charge of running the Foundation's daily operations

To me, these (among others) speak of "the actual structure and
governance of The Document Foundation".


Best Regards,

--
Lionel Mamane

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Stefan Weigel Stefan Weigel
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Re: CommunityBylaws and "actual structure and governance of The Document Foundation as a legal entity"

Hi Lionel,

Am 30.11.2011 07:34, schrieb Lionel Elie Mamane:

> I'm reading the wiki page CommunityBylaws, and I'm confused. It says
> "These Bylaws do not apply to the actual structure and governance of
> The Document Foundation as a legal entity (...)".
>
> But then they go on doing exactly that. For example, they explain how
> the Board of Directors is elected, and by whom. [...]

IMHO, the fact, that the Community Bylaws are not applicable to the
TDF as a legal entity, does not exclude the possibility, that some
parts of the bylaws are consistent to some parts of the legal statutes.

But, the Community Bylaws cannot serve as the legal statutes for the
legal entity. That´s what I read from the preamble.

Gruß

Stefan



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André Schnabel André Schnabel
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Re: CommunityBylaws and "actual structure and governance of The Document Foundation as a legal entity"

In reply to this post by Lionel Elie Mamane
Hi Lionel,

-------- Original-Nachricht --------
> Von: Lionel Elie Mamane <[hidden email]>


> I'm reading the wiki page CommunityBylaws, and I'm confused. It says
> "These Bylaws do not apply to the actual structure and governance of
> The Document Foundation as a legal entity (...)".

Yes, (unfortunately) the current situation has some cunfusing points.

We all hope that this will be resolved within the next few (hopefully
two) weeks.


>
> But then they go on doing exactly that. For example, they explain how
> the Board of Directors is elected, and by whom. The board of directors
> is AFAIK usually the people responsible to the law / state / courts
> that e.g. the money of the foundation is used in accordance to the
> goals of the foundation.

The Bylaws were drafted from a communitie's point of view, when we did
not exactly know, what legal model the foundation will follow.
So while many things in the bylaws match legal terms ans structure,
it is not _exactly_ what we will see in legal statutes.


>
>
> So to me, it is factual that the Bylaws *do* speak about the "actual
> structure and governance of The Document Foundation as a legal
> entity": they speak about the composition of the BoD, and the BoD is
> part of the structure of the foundation as a legal entity, and by law
> the BoD must be involved in the "governance of the foundation as a
> legal entity".

Yes, at some points, the bylaws match the legal structure, BoD is one
of the perfect (99%) matches.

>
>
> Other examples:
>
>  * The Chairperson (CH) is in charge of representing the Foundation.

This is something we need to change, if the foundation will be approved
by German authorities.

As you quoted, in German law the Board (of directors) represents the
Foundation.

regards,

André

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Tom Tom
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Re: CommunityBylaws and "actual structure and governance of The Document Foundation as a legal entity"

Hi :)
The key words afaik are "as a legal entity".  TDF's assets are currently being looked after by 1 (or more) of the community organisations that are legally registered as "legal entity"s.  TDF has not yet gained the status of being a "legal entity".  When it does the assets will be transferred.  It was great to hear that the registration process is nearly complete already!  I thought it would take at least a year! :)  But perhaps i am reading too much into Andre's post.
Regards from
Tom :)



--- On Wed, 30/11/11, Andre Schnabel <[hidden email]> wrote:

> From: Andre Schnabel <[hidden email]>
> Subject: Re: [board-discuss] CommunityBylaws and "actual structure and governance of The Document Foundation as a legal entity"
> To: [hidden email]
> Date: Wednesday, 30 November, 2011, 9:23
> Hi Lionel,
>
> -------- Original-Nachricht --------
> > Von: Lionel Elie Mamane <[hidden email]>
>
>
> > I'm reading the wiki page CommunityBylaws, and I'm
> confused. It says
> > "These Bylaws do not apply to the actual structure and
> governance of
> > The Document Foundation as a legal entity (...)".
>
> Yes, (unfortunately) the current situation has some
> cunfusing points.
>
> We all hope that this will be resolved within the next few
> (hopefully
> two) weeks.
>
>
> >
> > But then they go on doing exactly that. For example,
> they explain how
> > the Board of Directors is elected, and by whom. The
> board of directors
> > is AFAIK usually the people responsible to the law /
> state / courts
> > that e.g. the money of the foundation is used in
> accordance to the
> > goals of the foundation.
>
> The Bylaws were drafted from a communitie's point of view,
> when we did
> not exactly know, what legal model the foundation will
> follow.
> So while many things in the bylaws match legal terms ans
> structure,
> it is not _exactly_ what we will see in legal statutes.
>
>
> >
> >
> > So to me, it is factual that the Bylaws *do* speak
> about the "actual
> > structure and governance of The Document Foundation as
> a legal
> > entity": they speak about the composition of the BoD,
> and the BoD is
> > part of the structure of the foundation as a legal
> entity, and by law
> > the BoD must be involved in the "governance of the
> foundation as a
> > legal entity".
>
> Yes, at some points, the bylaws match the legal structure,
> BoD is one
> of the perfect (99%) matches.
>
> >
> >
> > Other examples:
> >
> >  * The Chairperson (CH) is in charge of
> representing the Foundation.
>
> This is something we need to change, if the foundation will
> be approved
> by German authorities.
>
> As you quoted, in German law the Board (of directors)
> represents the
> Foundation.
>
> regards,
>
> André
>
> --
> Unsubscribe instructions: E-mail to [hidden email]
> Problems? http://www.libreoffice.org/get-help/mailing-lists/how-to-unsubscribe/
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>

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