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2015-01-08 , 19:42
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#261
Originally Posted by woody14619 View Post
The fact that some people either can't understand this, or deny the fact that this is legally the situation, is baffling to me.
I fear it's not lack of understanding that's the problem. It's unwillingness to accept that it's done as such. That's what I'm starting to see; however above you've stated pretty much what I thought might have been a problem. Accepting liability without having much say. Not ideal at all.
 

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Wikiwide is offline Wikiwide
2015-01-09 , 00:31
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#262
Quick reply...

With all this debate over decisions-vs-liability, it sounds like Council should be equal to Board. However: Board cannot be changed that frequently (every 6 months) for bank-access-and-such reasons (right?), and Board has to be elected by GA (which is not ever going to be equal to Community, because of all these application-form-name-age-and-such limitations). So, not going to merge Board with Council. And not going to remove Council, either: having just one ruling body is... frightening. Disconcerting.

So instead, red-button control (if one of Board-Council has to be re-elected, then the other has to be re-elected at the same time, too) and other changes mentioned by Win7Mac plus good communication (what exactly is the legal-liability concern of Board with whatever Council would like to do? where is the free-of-charge lawyer-team when you need some advice?) would be key. I hope...

Originally Posted by chemist View Post
In short:

GA is the ultimate power, as long as it is legal, following the bylaws and has funding (for cases needed).
Board can throw over or return to discussion with GA when things seem off, legally or missing funding or not in line with the bylaws.
Board can act on their own and as long as GA agrees proceed, GA can block board decisions and revert them.
Council has no powers but those explicitly handed to it (that is more responsibilities than real power) and a voice in discussions.

Maemo Community is all of us - in general referred to as garage accounts - they vote for Council

GA is the (in our case) annual meeting of all members of the MCeV

MCeV is a registered at court entity representing Maemo and its community (when HiFo finally disappears). It consists of a Board voted by the GA and a Council voted by the maemo community (garage.mo) and of course of the members and founders of the MCeV itself.

So separation is [MCeV(Board,Council,GA,Members)] != [Maemo Community(garage,Council)] while they share the same council. Garage accounts are mentioned in the bylaws as party to elect the council.
About Board having not much say: it still managed to move from HiFo to eV, and I do not recall a referendum about it. But that's past... Too late to discuss that. I'm not sure why, but Board decided to sneak in one more decision-making body (besides Board, Community, and Council): GA. Board cannot be equal to Council-or-Community, Community cannot be equal to Council-or-GA, Council could have been equal to GA but it would give too much power to the Council over the Board when Board and Council have to be equal. What about Board-equal-to-GA? Aka Community elects GA of whatever-fixed-size, and GA elects Board (three members, or something?). It would have been tricky to write down in Bylaws, maybe...

And, if you want to be sure that GA & Board move in the same direction as Members=garage=Community & Council, it's recommended to join the GA. You will also have access to annual accounts, to formally approve the actions of the Board...

So far, I still do not know what happens if Council's rulings and GA's rulings contradict each other: what will Board do?

Random details:

Council meetings are accepted as able to make decisions if at least two thirds (2/3) of councilors are present or represented.

General Assembly is accepted as able to make decisions if at least one third of the active members are present.

I would say that it sounds better to have:

General Assembly is accepted as able to make decisions if at least two thirds (2/3) of the active members are present or represented.

Best wishes. Thank you.
Last edited by Wikiwide; 2015-01-09 at 00:33. Reason: from->for
 

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2015-01-09 , 10:18
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#263
Originally Posted by Wikiwide View Post
With all this debate over decisions-vs-liability, it sounds like Council should be equal to Board.
No, it does not. Furthermore, Council can't be equal in rights to Board (as in: can't, legally), considering how Council is elected.

Originally Posted by Wikiwide View Post
So instead, red-button control (if one of Board-Council has to be re-elected, then the other has to be re-elected at the same time, too)
Not possible by law - re-election of informal "thingie" like Council can't trigger re-election of formal body (like Board). But, GA could trigger board re-election by majority of votes, even without ANY reason -just if there is enough will to do so (and we're not handicapped by inactive GA members, which is the REAL risk and problem, not all those nonsense about Council needing "power").

Originally Posted by Wikiwide View Post
About Board having not much say: it still managed to move from HiFo to eV, and I do not recall a referendum about it. (...) I'm not sure why, but Board decided to sneak in one more decision-making body (besides Board, Community, and Council): GA.
Legal body (HiFo/Board) can't ask undefined, non-legal body (unregistered "Community") if the can change formal status. By law, it just can't. Following your logic, we could make referendum on some xda or iPhone forum, and ask them if we can transfer to eV - they're equally irrelevant to decision making (of legal body) as Maemo "Community" is.

To make Maemo "Community" have legal say, GA was created. Membership is free, easy to apply (even too much - I fear we may be held "hostage" by inactive members, at some point), and is legal body, with more power than Board, or anything else. If someone opt out from it, it's their decision - but you can't demand having say in legal things, without even bothering to fill a 2-minutes form and send it to register yourself.

Also, GA existence is required for our eV to exist (by law). Given all of the above, where you see "sneaking" anything?

Originally Posted by Wikiwide View Post
Council could have been equal to GA but it would give too much power to the Council over the Board when Board and Council have to be equal.
Again - Council couldn't have been equal to GA,p or anything else, fopr that matter - as Council isn't, and never was, a legal body. For all formal intents and purposes, Council doesn't exist. Same for "Community" outside of GA. GA is the interested community, others are "bystanders".

And no, again - Council doesn't have to be equal to Board, and I have no idea where you got that miss-conception from.

Originally Posted by Wikiwide View Post
What about Board-equal-to-GA? Aka Community elects GA of whatever-fixed-size, and GA elects Board (three members, or something?). It would have been tricky to write down in Bylaws, maybe...
GA > Board. GA can overturn any Board rule by majority of votes (and most Board can do is step down, if Board members think that GA ruling is against the law, or just wrong and they don't want to be part of it). Please, read the propositions - preferably, with understanding. There was even a nice graph showing all the correlations.

Originally Posted by Wikiwide View Post
it's recommended to join the GA. You will also have access to annual accounts, to formally approve the actions of the Board.
Agreed - BTW, the above implies that you should know, already, that GA > Board. Obviously, GA can not only approve actions of Board, but also disapprove it, or take own actions, independently of Board.

Originally Posted by Wikiwide View Post
So far, I still do not know what happens if Council's rulings and GA's rulings contradict each other: what will Board do?
Nothing - as Council doesn't have any rulings. Council can't have rulings. Council doesn't rule anything. From law's point of view, Council doesn't exist. I don't know how to say it in a more clear way.

Originally Posted by Wikiwide View Post
Council meetings are accepted as able to make decisions if at least two thirds (2/3) of councilors are present or represented.
With one caveat - Council can "decide" only on things, that were appointed to it (as tasks) by Board or GA. Same apply for any volunteer group accepted by Board and GA. Council is just fancy name for volunteer task group, and a volunteer group with funny and irrational (for the nature of tasks it can have) way of selecting volunteers (so-called Council election).

General Assembly is accepted as able to make decisions if at least one third of the active members are present.

Originally Posted by Wikiwide View Post
General Assembly is accepted as able to make decisions if at least two thirds (2/3) of the active members are present or represented.
Not possible by law - law regulates how GA works.

Cheers,
/Estel
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2015-01-09 , 11:55
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#264
The legal part is key here, please find someone willing to become board member and therefore legally liable for a bunch of acting on their own anonymous people. People want to join the MCeV anonymously and that is just plain stupid, you want to have power over something then give me your credentials and we can talk about it when I am sure I can hold you liable personally when there is any wrong doing. I signed papers and filed at court and am liable with even my personal funds, never ever will I hold such a responsibility and liability without having a red button in front of me. Anonymous garage users must not have any power over a legal entity responsible for Maemo, ever. As we (we as in we that cared enough to join the discussion that took month here on tmo and on irc) wanted to make sure that those anonymous people have a voice and did not want to separate council far off in that matter we included the council in the bylaws.

People are talking about GA as if it is something bad or unnecessary. General Assembly is the meeting of all eV members with sacred powers that are written in stone by German Law. It is literally giving the community the legal power over Maemo. Yes you need to fill out a form to take part but what the hell is wrong with it? If you want a say about Maemo.org the Maemo trademark and the future of this community that is what it needs to take. If you think the community (garage) had any powers before, you are plain wrong. Why should have council, the voice of the anonymous part of the community have any say about the board that is elected by those people that cared enough about it so they properly applied to a registered association.

This whole discussion makes me angry as it is so pointless and a waste of time. Why should council be elected at the same time as board other than blank desire to have them in the same term duration/slot? They do not even get elected by the same body.

Council was never more than a voice. Powers were imaginary as the last word had Nokia always. Just because Joerg did a very good job with putting himself in a position without liabilities but being able to strongarm everyone (being council, techstaff and holy administration manager) and bringing all topics on his agenda to council because he did not want to bother to talk to hifo and had people behind him that did not even want to be called by nickname behold realname... I read council meetings for months that are from my point of view no council topics because of that.

Now that we formed an entity we need to create roles within it and assign people/groups to it. If those roles fit council let council be that group. If roles come with legal liabilities, council must not be that group.
If you do apply such liabilities to the council, please make sure you are board at that point as I doubt no one else will be stupid enough to take on such liabilities anonymous creates for them.

Quick example, council organizes a contest in the name of the eV, and wants to handle funds + other prizes on their own - if anything is unclear in the end - devices missing, funds missing etc - first one at court is our treasurer and the second one is the chairman the one at the stand the other defendant... misappropriation of funds is up to 5 years prison. Why would that be the case? Because an MCeV event where no MCeV member had any say in lost funds, iirc it is not even relevant if the person who did it is known or not, liability is at the eV and not with the person.
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2015-01-09 , 12:31
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#265
@chemist,

Thank you for your clear information here.

While I (believe I) fully understand what's being said here, I still don't get the part of the bylaws (§ 7(5)) that says:

The Board of Directors executes the Council's and General Assembly's rulings.
This is AFAIK not defined more precisely anywhere. It is absolutely clear that regardless of what the council or the GA say or want, no director will knowningly do something illegal (e.g. both GA and council say we should host firmware images).

That aside. The question is what happens if GA want X and council want Y -- both X and Y being legal but disjoint -- what does the board of directors do?

It might be that this question will actually never have to be answered. Probably the directors would just say "make up your mind and come back again later". But the theoretical uncertainty as to who can decide what is there and as far as can tell still unanswered.

Obviously, if all maemo.org members (at least those who have an "active" interest in the community) were to become members of the GA then the issue would be irrelevant, but this, I submit, is not likely to happen anytime soon.

I'd appreciate any clarification on this.
 

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2015-01-09 , 12:41
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#266
Good catch, reinob. In my moderately educated opinion (IANAL, but I have quite heavy contact with law, lately), part of this paragraph about executing Council's ruling is an absurd, and is completely contradictory to what Board can do, legally (as Council doesn't exist as legal body). Part about executing GA ruling is, of course, valid.

"Boarders" - +1 for kindly asking to comment on this (and, probably, fix ASAP).

/Estel
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shawnjefferson is offline shawnjefferson
2015-01-10 , 03:45
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#267
I think this is being over complicated...

In my point of view, it's quite simple:

1. Passive members, ie. those that do not want to join the MCev for whatever reason, can continue to enjoy the Memo infrastructure and all benefits of the organization, EXCEPT voting on MCev issues during the GA. Since the founders of MCev didn't want to leave anyone behind, the "Council" is still in place, can be voted for by those passive members and that Council can give those members a voice (if not a vote).

2. The GA is the ultimate authority, as has been pointed out many times and has the ability to steer the direction of the MCev. They are the "club" members that "own" the club. They are not an "elite" as has been stated.

3. The Board is the group that has been elected to perform the duties to keep the MCev running by the GA. These people are trusted to perform their duties and keep the MCev running and providing the services that all the Maemo Community (active GA and passive garage members) benefit from. If they aren't doing a good job, or don't seem to be doing the "will" of the GA, the GA has the ability to intercede (given a successful vote to take whatever action is deemed necessary, such as re-election, etc...)

I don't know why so many people are worked up about potential illegal actions... For one thing, why would the GA even vote on doing something illegal? For another, a board member can just refuse to do something illegal, or step down. However, I highly doubt that we will ever be in a position where the GA votes to do something illegal and those options need to be taken.

I also agree with some posters that if you want to have a say in the running and operation of maemo.org, join the GA. If you want to be a bystander and anonymous consumer of the resources of maemo.org and MCev, don't join-you still, in the current model, have the Council to give you a voice.
 

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2015-01-10 , 15:35
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#268
Shawnjefferson - what you have described is exactly how it is going to work

People worries about illegal actions are referring to "bystanders" - as you've called it - wanting to have a binding "say" (vote, or whatsnot) in matters decided by GA/Board. It is because some people would like to have Council equal in "power" to Board (nonsense) or at least having some power over it (not doable by law and hurtful, so still nonsense). All the concerns about responsibility-liability is about situations, where those unregistered/not liable people (Council) would decide on something, that liable people (Board) would have to execute.

As for the rest, you seem to have got it well, and it's refreshing to see, that someone have gone through this topic with understanding

/Estel
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2015-01-10 , 18:27
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#269
Originally Posted by shawnjefferson View Post
I don't know why so many people are worked up about potential illegal actions... For one thing, why would the GA even vote on doing something illegal? For another, a board member can just refuse to do something illegal, or step down. However, I highly doubt that we will ever be in a position where the GA votes to do something illegal and those options need to be taken.
Just one example:

Imagine the community (passive members) tell council: "we want firmware images posted on an official[*] server"
[*] = official as in: controlled/managed by Maemo e.V.

This would be desirable (i.e. something you *might* expect to be wanted by the community) yet illegal.
 

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2015-01-10 , 20:10
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#270
Originally Posted by Wikiwide View Post
With all this debate over decisions-vs-liability, it sounds like Council should be equal to Board... having just one ruling body is... frightening. Disconcerting.
What?! Sorry, you still seem to not get it...
The ruling body is GA. And GA controls Board.

Originally Posted by Wikiwide View Post
So instead, red-button control...
Isn't really needed since GA can call for Board elections anytime (e.g. in case board acts awkward).

Originally Posted by Wikiwide View Post
What about Board-equal-to-GA?
There can't be any equal-to between the entities, on purpose.

Originally Posted by Wikiwide View Post
Aka Community elects GA of whatever-fixed-size...
Dude, members can't be elected...
And for the reason of fullfilling tax-examption constraints, GA needs to be open for everyone and can't be fixed in size.

Originally Posted by Wikiwide View Post
So far, I still do not know what happens if Council's rulings and GA's rulings contradict each other: what will Board do?
That is admittedly a flaw, but it was left open purposedly in order to prevent any "power-grab"-discussions. Didn't work out so well...
And I've repeatedly said that responsibility (rulings) needs to be defined/limited. If each has their "departments", problem solved.
Simple approach: define council work/duties and leave the rest for GA.

Originally Posted by shawnjefferson View Post
I don't know why so many people are worked up about potential illegal actions...
Originally Posted by Win7Mac View Post
Again... It's especially about legal activity that board has to show liable for. Like any business action.
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