AssociationArticlesTalk

Clarification of Terminology

Paragraph 1: I do not believe "irretrievable" is appropriate (it suggests that the software cannot be accessed). Perhaps "irrevocable" was the intended term? However, releasing something to the public domain is always irrevocable.

Note Foswiki software is not in the public domain (if it were, no license terms would be necessary and so GPL cannot be enforced), and as such, this definition must be revised.

-- IsaacLin - 23 Apr 2009

DONE -- JensHansen - 15 May 2009

Section 2.1: Purpose of the Association

Suggest rewording as follows: The Association's purpose is to promote and distribute Free Software — in particular, the wiki software "Foswiki" — and to promote the free exchange of knowledge and equality of opportunity in accessing software, as well as education, science, and research.

-- IsaacLin - 23 Apr 2009

Thanks for the rewording ideas. I will not comment all your ideas, but we will have a look and see if it fits better.

-- JensHansen - 24 Apr 2009

DONE -- JensHansen - 15 May 2009

Section 2.2: Purpose of the Association - Aim

I feel that clause in Paragraph (g), "protecting them from the commercial interests of third parties," is too vague. Can this clause be clarified?

-- IsaacLin - 23 Apr 2009

It is very vague to be more fexible. We do not now all scenarios that could happen. But if you have a good idea for clarification please write. In addition we put more clarification into the bylaws these are a bit more flexible and detailed.

-- JensHansen - 24 Apr 2009

I'm not 100% sure of the intent (I discussed it a bit yesterday with Kenneth but am not sure if this represents just his view). Nonetheless, here is a suggestion:

(g) the rights of the project members to pursue the purpose and aim of the Association, regardless of any commercial interests deriving from the project.

-- IsaacLin - 24 Apr 2009

Section 3.3: Non-profit Association - purposes of financial means

The second sentence is contradictory; reimbursement is a benefit received.

-- IsaacLin - 23 Apr 2009

But it is a benefit allowed by the German Tax authorities to keep non profit status

-- JensHansen - 24 Apr 2009

Suggest rewording as follows: Other than being reimbursed for certain expenses incurred, subject to the approval of the Association or person/persons authorized by the Association to provide approval, Members shall in no event receive any benefits out of the Association's funds.

-- IsaacLin - 24 Apr 2009

Section 3.3: Non-profit Association - expenses

Can anyone clarify what "disproportionately high" expenses are? And who decides? -- CrawfordCurrie - 08 Apr 2009

This is a soft description to be flexible and gives just a broad direction. Disproportionaletely high could be "price over market average" or " can be reached by other means" or "has no priority yet" .... The board decides - in case of wasted ressources online voting or GA intervenes. -- JensHansen - 17 Apr 2009

It might be clearer to write "expenditures will not exceed those applicable" instead of "expenditures will not extent those applicable" -- if I am understanding the intent correctly. -- StevenKrahn - 08 Apr 2009

Good idea! -- JensHansen - 17 Apr 2009

DONE -- JensHansen - 15 May 2009

Section 4: Types of Membership

Is the list of "active members" public? -- CrawfordCurrie - 08 Apr 2009

I think it should be at least public to all members. -- JensHansen - 17 Apr 2009

DONE -- JensHansen - 15 May 2009

Section 6.1: Membership Termination - withdrawal of Member

Minor typographical correction: delete space between "membership list" and the subsequent comma.

-- IsaacLin - 23 Apr 2009

DONE -- JensHansen - 15 May 2009

Section 6.2: Membership Termination - unpaid fees

Suggest rewording last sentence: The removed Member shall be notified of the decision through email.

-- IsaacLin - 23 Apr 2009

DONE -- JensHansen - 15 May 2009

Section 6.3: Membership Termination - expulsion

Suggest rewording last sentence: The removed Member shall be notified of the decision through email.

-- IsaacLin - 23 Apr 2009

DONE -- JensHansen - 15 May 2009

Section 7.3: Financing of the Association - special circumstances

Suggest deleting the second sentence, starting with "This will particularly be the case..." I do not believe this sentence provides any additional clarity and so is redundant.

-- IsaacLin - 23 Apr 2009

Section 9.1: General Assembly - voting

"The "General Assembly" consists of all of the Association's Active Members, who each have one vote."
How about preference votes? I guess Members may have more than one vote depending on the kind of poll. It may need a clarification in the lines of "Active Members each have one vote per option/preference/seat/...".

In how far is the internet voting procedure as described in the Association Articles §12 related to the CommunityDecisionSystem proposal? Most probably, setting up the internet voting procedure needs to be ratified by the first General Assembly held physically.

-- MichaelDaum - 07 Apr 2009

Good Points! I realised that we did not state which descision can be taken by stand alone online voting. The procedures for these decisions should be put in the bylaws. This can include several kinds of voting procedures depending on the subject. Bylaws can be changed more easily, which means we are more flexible to change. Very critical decisions that can only be done by the general assembly should be done by one person one vote. -- JensHansen - 17 Apr 2009

Maybe state that each active member has "one ballot", to allow flexibility in the voting system. -- IsaacLin - 07 Apr 2009

Section 9.5: General Assembly - running of meeting

Suggest rewording the second sentence: The chairman of the Board or, in his/her absence, the deputy chairman presides over the General Assembly.

-- IsaacLin - 23 Apr 2009

DONE -- JensHansen - 15 May 2009

Section 9.6: General Assembly - quorum

Suggest rewording the first sentence as follows: A majority of 75% of the votes of the General Assembly with a quorum of 25% of all Active Members is required to amend the Articles of Association, including an amendment of the Association's purpose, or to decide on the liquidation of the Association.

-- IsaacLin - 23 Apr 2009

DONE -- JensHansen - 15 May 2009

Suggest rewording and combining the last three sentences as follows: At the extraordinary General Assembly, only the specific proposal that caused the extraordinary General Assembly to be held can be voted upon, and only a majority of 75% of all votes cast is required to pass the proposal. Abstentions are not counted as cast votes.

-- IsaacLin - 24 May 2009

Section 9.7: General Assembly - proxy representation

Is there a reason why the number of members for which one can act as a proxy is limited to two? Though this is presumably not a big issue with a small membership, it seems unduly restrictive to put this condition in the association's articles, particularly if future growth in membership is desired.

-- IsaacLin - 23 Apr 2009

We try to make it possible for everybody to participate by electronic means. Proxy representation is just a way to give people a voice that have absolutly no way to participate.

-- JensHansen - 24 Apr 2009

I suggest that any conditions on how proxy representation is implemented be specified in the Bylaws in order to permit greater flexibility as the membership increases, without requiring a legal amendment to the association's articles. For example, perhaps one day a form of written proxy will be desired; it would be convenient to designate a single person who could execute the instructions of the written proxies for all submissions.

-- IsaacLin - 24 Apr 2009

Section 10.7: Duties of the General Assembly - exclusive rights

For paragraphs (c) and (d): suggest that the amounts be written out in full (e.g. five thousand Euros). For North American readers, it is unclear if five thousand or five is the intended value, for example.

-- IsaacLin - 23 Apr 2009

DONE -- JensHansen - 15 May 2009

Section 11.5: Board of Directors - representatives of the Association

This paragraph does not specify the capacity in which two Board members must represent the Association. Presumably this is for specific purposes, such as specific legal transactions?

-- IsaacLin - 23 Apr 2009

In theory even for buying milk. According to §11 (3) the boad has the opportunity to reduce the limits by agreeing on special "By laws of the board".

-- JensHansen - 15 May 2009

So for legal purposes only, right? This is not to constrain any external representation of the Association (say, attendance at a conference or trade show) to always require the chairperson and one other board member?

-- IsaacLin - 15 May 2009

Yes only for legal purpose. - -- JensHansen - 17 May 2009

If the text is still open for minor changes, then I suggest something like the following wording to clarify: The Board can authorise an individual Board member to solely represent the Association with regard to everyday transactions or specific transactions. Otherwise, the Association shall be jointly represented in all legal matters by two Board members, one of which shall be the chairman or the deputy chairman.

-- IsaacLin - 17 May 2009

I will check with the lawyers. -- JensHansen - 18 May 2009

Section 11.7: Board of Directors - resignation of Board member

What is the term of the new Board member? Until the term of the original Board member expires?

-- IsaacLin - 23 Apr 2009

Yes -- JensHansen - 24 Apr 2009

DONE -- JensHansen - 15 May 2009

Section 11.9: Board of Directors - limitation of liability

The verb "limited" needs an object that specifies what is being limited. I'm not sure what the appropriate legal term is, but it should be worded similar to the following: The internal responsibility and liability of the Board is limited to damages due to willful misconduct or gross negligence.

-- IsaacLin - 23 Apr 2009 (edited 24 Apr 2009)

DONE -- JensHansen - 15 May 2009

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Topic revision: r20 - 24 May 2009, IsaacLin
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