Re: [Hildon Foundation] A personal introduction by Jimjag (Jim Jagielski)
 

Yeah 45 days would be fine to coinside:)

Re: [Hildon Foundation] A personal introduction by Jimjag (Jim Jagielski)
 

I need to review the bylaws, but in general, a resignation is not active until "accepted", at which point I think the clock should start ticking. A resignation is, according to RRO, "a Request to Be Excused from a Duty."

Re: [Hildon Foundation] A personal introduction by Jimjag (Jim Jagielski)
 

I'm quite happy to hear this. :)

Which is what happened here initially. The three that were elected were elected because of their merit in the community, and additional committee positions (non-Director) were added for important tasks, like Treasurer, Communications, and Legal Advisor. All three elected members had been Council in the past, and were well known to the community for other works and contributions to the community. Rob, who was initially Legal Advisor, and was later appointed in at Randal's exit, was also a past Council member. (As am I.)

PS: If this is you hinting at having an Advisory position instead of a Directorship, I'd like to say that I think your input would be a highly valuable commodity to HiFo in either capacity.

Re: Intros
 

I disagree. I believe it would be a hard to argue that a written resignation, sent as and e-mail attachment, is required to start the clock, but that appointment (without verbal or written acceptance or acknowledgement) is fine for stopping it.

You're also wrong in the math part. My acceptance, even if in the window you declare, didn't push us up to 3. Jim already noted that his lack of participation here was mainly because he was unaware he had been nominated. I'd hardly call that an acceptance, until his post(s) here indicating his conditional acceptance.

That makes the timeframe, to me, look like this:
2013-02-25: Rob + Ivan + Tim = 3
2013-02-26: Rob + Tim = 2
2013-03-04: Rob = 1
2013-03-05: Rob + Woody = 2
2013-03-10: Rob + Woody + JimJag = 3

Even if it were arguable that nomination was sufficient to stop the clock, this is again a letter of the law vs a spirit of the law item.

The 7 day clause was put in to prevent the loss of a single Director on a 3 Director board from causing immediate elections that could disrupt important ongoing activity. When all three elected Directors are no longer Directors, and current activity will not be destabilized by starting this 45 day process... I'd say it's time to do it.

From the current tally so far, it would appear that Jim and I both are for starting the election process. It seems a rather simple task, and as I noted, one that shouldn't interfere with the current transitions in process. I will prepare a time-table and present it to both Council and Board. We can then move that as a priority topic at the next meeting.

The only real burdens here actually falls on Council and myself. My burden being to get the karma and voting systems back up and fully running so we can actually hold the upcoming elections. Something I need to do anyway for the upcoming Council election.

Actually, the voting system is running now, but simply lacks historic data, which I can re-add at any time now that I've found the backup file for that data. The karma system I am looking into still. It's partially functional, but is not computing some of the karma values, notably those for wiki, bugs, and TMO.

Re: Intros
 

For what purpose? The Bylaws clearly state that the Board may initiate any action, which would include calling for elections, on a majority vote. Amending the ByLaws would simply delay things, which is not desirable to anyone. Except maybe you, based on how hard you're fighting it, when it's clear 2 of the 3 Directors, all of Council, and many members here are all calling for elections.

Re: Intros
 

SD69. I am really trying to figure out why you are (re)acting like this. I can't.

Reading the above my only feeling is a big W-T-F in red letters. You seem to be sticking to your foundation and your ByLaws and your "directorship" like a little child with a new toy.

It seems that the general feeling around the community is that new elections are required (*I* personally would vote for disbanding this useless one-man show). The only person against it seems to be you, the only reason being your reading of the ByLaws, which for all I care could be correct, but honestly I don't care, and *you* should not care either.

If you refuse to hold elections or generally to act on behalf of the maemo community then I think it's time to separate yourself (foundation) from the rest of the community.

I still have not read or heard a reason why this foundation is needed. The DNS entry now seems to be pointing to the right place.

Re: Intros
 

Please stop saying this is a "one man show", it's clearly not. HiFo was founded by Council for the community to handle items that the Council (and/or community) could not legally handle. Currently there are three Directors, myself being one of them, as well as a founder of the organization. This was a "one man show" for all of about 2 days.

Again, Rob != Foundation.

Yes... Because current Council and the technical team (which has done an outstanding job, btw) was able to talk Nokia into pointing their DNS at our servers. Make no mistake, Nokia still holds the keys. One of the primary points of HiFo is that we can be self-contained, so that if Nokia goes away (or changes it's mind later, or with a new CEO) we don't vanish.

The Foundation *is* needed by the community. It's needed to hold the legal rights that we should have already signed off on with Nokia. Those rights include things like being able to handle DNS (which also requires a legal entity).

It's also needed to handle a bank account, as banks don't generally open accounts for "that mob of people on the internet". Those funds will hopefully be used to fund future infrastructure hardware purchases, hosting costs, maybe coding competitions, or a number of other things important to, or needed by, the community.

HiFo is also needed as a front-end for businesses of any type to do work with us. That includes banks, hosting services, hardware vendors, other NFP groups looking to provide or exchange services (like our current host), and anyone wanting to do anything that may involve financial or legal commitments.

Could we do it without that? Sure, if we had someone willing to take on the entire burden of doing all this, in their own name. But then the community would be at the whim of that one person, which clearly is something you dislike right now (and others have disliked in the past).

HiFo is a tool. One which can be bound to hold rights and liabilities, and that can be governed by members selected by the community. HiFo is not "the enemy" any more than a backhoe is the enemy of a house. It can be used to build, maintain, or destroy, based on who's driving it. Don't blame the tool (or throw it away) because of the actions of current driver.

Re: [Hildon Foundation] A personal introduction by Jimjag (Jim Jagielski)
 

The comments contain a couple different theories as to how the 7 day period to trigger a Board election should be calculated, none of which refers to the actual language in the Bylaws for vacating and filling positions, which is as follows:

"Any Director may vacate their position by notifying the Board in writing of their intention to do so.

Any vacancy may be filled by a successor chosen by a majority of the remaining Directors..."


So it is the bylaws which state different rules for vacating a position versus filling a vacant position. In particular, there is no requirement that a successor has to indicate that they accept their appointment, in writing or otherwise, in order for a vacant position to be filled. The only requirement is that the successor be "chosen" by a majority of the remaining Directors within 7 days.

I am not opposed to having elections and was one of the three people who agreed that the initial Board of Directors should be decided according to election results. My concern was that failing to follow the Bylaws would jeopardize the Foundation.

Another concern that hasn't been addressed is that, if the current Board is not valid, and it executes some contract, then the contract would be invalid and then there is a worse problem of correcting the invalid contract. Or the contract can't be executed until the election is over, which is a bad delay. The bylaws also state that the Board elections should start immediately if there are less than 3 filled Board positions for more than 7 days. They weren't immediately started and I have heard suggestions of intentionally delaying the election to coincide with the Maemo Community Council election. And there is also not a Hildon Foundation Council that has set the membership and election rules for the Foundation (even though if it was the responsibility of the Board, it is still the current circumstance). So pursuing Board elections seems inappropriate.

I have considered the alternative of having an Executive Director or other person handle the Foundation's day-to-day business affairs. If a broad consensus can be reached by the community on such a person, then that may be a preferable solution.

Re: [Hildon Foundation] A personal introduction by Jimjag (Jim Jagielski)
 

The following post by Woody which contains a description of the 7 day period has been brought to my attention (thanks!). It confirms that 7 days is the time period in which to decide and to "appoint another director". There is no mention of a need for acceptance of the appointment within 7 days.

http://talk.maemo.org/showpost.php?p...&postcount=104

Re: [Hildon Foundation] A personal introduction by Jimjag (Jim Jagielski)
 

I would love to spend the time to get into researching case law/precedent, both for the USA's federal level, and for the state where HiFo is registered, to see if your interpretation here is sound. Sincerely, actually. I understand the value of addressing this form the legality side. Unfortunately, I don't have that kind of time.

But near as I can tell, you're playing word games with the term "appoint". Your argument depends on the supposition that the word "appoint" in this context means "pick a person that is wanted (and tell them about it I hope)". But you know very well that a bulk of the time, people don't take the word "appoint" to mean that, and more importantly, when they do, the context clearly indicates that. Usually, the expected meaning of "appoint" is "(previous meaning), and that person accepted".

It's a flaw of the English language, in other words, that lets you make this argument (that "appoint" can mean both "picked for a position" and "picked for a position and actually got into that position (either by accepting it, or clearing other prerequisites)"), not a clear case that that is the appropriate interpretation.