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2012-09-18
, 19:21
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Posts: 1,455 |
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Joined on Dec 2009
@ Rochester, NY
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#42
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Originally Posted by thedead1440
First and foremost: If you have more, please do comment. Thank you for taking the time to review these and add to this discussion. It's greatly appreciated.
Last addition from me promise
Originally Posted by thedead1440
Two things:
Can there be an addition that a Director may be replaced by the Board if the Director has deemed to conducted him/herself in a manner not in-line with the expected behaviour of a Board of Director including displaying flagrant lack of respect towards the Community who may call for a referrendum for the B.o.D to replace the said Director.
I would not want the Board to be able to randomly replace members, as that would be a circus. Also, calling for a referendum on the B.o.D would be problematic... though calling for a forced election may be a reasonable option.
Perhaps something like this in the Directorship wording:
If a Director is found to have misrepresented the Board or the Foundation, or to have spoken or taken action against the Foundation or it's Mission, the Board may remove a standing Board member with a 2/3 majority vote. The positions of Directors removed in this way shall not be considered vacant for purposes of re-appointment, and will be ineligible for re-appointment by the Board. If at any point more than one Director is removed in this fashion during a single term, a new election cycle shall immediately be started.
This would allow the Board to prune itself if needed, but would prevent a small group from pruning everyone and appointing new people in.
More on forced elections in a later post...
__________________
Maemo Council Member: May 2012 - November 2012
Hildon Foundation founding member.
Hildon Foundation Board of Directors: March 2013 - Jan 15, 2014
Maemo Council Member: May 2012 - November 2012
Hildon Foundation founding member.
Hildon Foundation Board of Directors: March 2013 - Jan 15, 2014
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2012-09-18
, 19:28
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Joined on Dec 2009
@ Rochester, NY
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#43
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Originally Posted by thedead1440
While I understand the concerns, the latter portion is problematic. What if someone wanted to eject a standing Director? All they would need to do is level a lawsuit against them and they'd be auto-kicked? And before you say it doesn't happen, it does... I've known plenty of people charged with crimes and with lawsuits filed against them whom were innocent of those charges, only to have the suit dropped later, but find their reputation soiled by the mere allegation that they did something illegal.
Oh and one more addition:
The Treasurer should at all times be a non-discharged bankrupt and not have any legal proceedings against him/her in any Country.
As it stands, the Treasurer is an appointed position that serves at the leisure of the Board. If there is enough concern, good odds the Board will simply select a new Treasurer. Adding a requirement for disclosure of bankruptcy or ongoing legal action against one-self is not a bad idea for any Board member, so adding wording for that may be a good idea. But it would have to be structured properly.
Lets think on that?
__________________
Maemo Council Member: May 2012 - November 2012
Hildon Foundation founding member.
Hildon Foundation Board of Directors: March 2013 - Jan 15, 2014
Maemo Council Member: May 2012 - November 2012
Hildon Foundation founding member.
Hildon Foundation Board of Directors: March 2013 - Jan 15, 2014
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2012-09-18
, 19:39
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Posts: 1,455 |
Thanked: 3,309 times |
Joined on Dec 2009
@ Rochester, NY
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#44
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Originally Posted by thedead1440
I frankly would not even include the last part. I would allow for an appeal with each following Council. It only happens twice a year, and frankly, people may change in that time frame. I think removal of a member is a rather rare thing though.
With regards to the Membership section:
If a member is expelled from the Foundation, he is given the right to have his appeal heard by the next elected Foundation Council and the next Foundation Council will be given powers to restate the said member.
Originally Posted by thedead1440
I would actually go as far as to suggest language that the Foundation Council may, with a 2/3 vote, call for an immediate start of a new election cycle for the Board. That would add in a check/balance. But I would expect that to be reciprocal as well, which would require a referendum to change the rules for Council as it exists.
Last addition from me promise
In the event of one or several members whistle-blowing against fellow B.o.D but lacking the majority to eject said B.o.D, they may seek refuge from the Foundation Council which if satisfied of sufficient proof against the B.o.D may call for an immediate
But again, I think all this is kind of moot, since I'm willing to bet such people will not get elected en-mass to either the Board or the Council.
__________________
Maemo Council Member: May 2012 - November 2012
Hildon Foundation founding member.
Hildon Foundation Board of Directors: March 2013 - Jan 15, 2014
Maemo Council Member: May 2012 - November 2012
Hildon Foundation founding member.
Hildon Foundation Board of Directors: March 2013 - Jan 15, 2014
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2012-09-19
, 02:37
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Posts: 1,513 |
Thanked: 2,248 times |
Joined on Mar 2006
@ US
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#45
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Originally Posted by thedead1440
How about the expelled member can request reinstatement at their option after waiting a minimum of 3 months?
I know I'm being picky here but I would like to put all this out before anyone cries foul:
With regards to the Membership section:
If a member is expelled from the Foundation, he is given the right to have his appeal heard by the next elected Foundation Council and the next Foundation Council will be given powers to restate the said member. However, rejection by the next Foundation Council would mean no further appeals would be entertained. The Foundation Council's decision is hence final and binding.
The above clause is so that if one Foundation Council abuses its power the next one is allowed to set things right. I don't forsee two consecutive Foundation Councils' abusing their powers to step on the rights of a member. Even then, a Community referendum can always be called in the most unlikliest of scenarios...
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2012-09-19
, 04:39
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Moderator |
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Joined on Nov 2011
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#46
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Can the below be corrected to either 5 or 7:
Isn't the Foundation Council's term valid for 6 months? If so, I think yes for SD69's suggestion below:
Maybe it can be added that its a one-time option only valid for a maximum of 1 year? We don't want people expelled coming back after a long time even though this event may seem very unlikely.
woody's explanation of the Treasurer situation is quite apt. Yup chances of legal action being brought just to get a Director expelled are quite plausible. Maybe we could have wording as follows:
The rest I'm quite in agreement with.
at least five days (7) for nominee discussion and reflection,
Isn't the Foundation Council's term valid for 6 months? If so, I think yes for SD69's suggestion below:
How about the expelled member can request reinstatement at their option after waiting a minimum of 3 months?
woody's explanation of the Treasurer situation is quite apt. Yup chances of legal action being brought just to get a Director expelled are quite plausible. Maybe we could have wording as follows:
In the event of the Treasurer facing bankruptcy proceedings in any Country, he/she has to disclose this to the B.o.D within 7 days of being informed of such proceedings. Failure to do so might constitue a breach of conduct. The Board in consultation with the Foundation Council may choose at their discretion whether to expel the Treasurer pending the completion of bankruptcy proceedings.
The rest I'm quite in agreement with.
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2012-09-19
, 17:55
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@ Rochester, NY
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#47
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Originally Posted by thedead1440
Doh! Good catch. Let's make it 7?
Can the below be corrected to either 5 or 7:
Originally Posted by thedead1440
I'm fine with that. Though frankly again, I see no reason to prevent it from happening every 6 months through eternity. If something done was so unforgivable as to require expulsion I would think future Council would look at that with equal disdain. And if it were a frivolous expulsion, it would be corrected soon after. Giving each new Council a shot at reviewing it seems reasonable, as times can change.
Isn't the Foundation Council's term valid for 6 months? If so, I think yes for SD69's suggestion below:
Originally Posted by thedead1440
Now we're cooking. How about:
Maybe we could have wording as follows:
In the event that any Director or officer serving the Board faces bankruptcy proceedings or criminal prosecution more serious than a misdemeanor charge, he/she must to disclose this to the B.o.D within 7 days of being informed of such proceedings. Failure to do so shall constitute a breach of conduct, requiring a 2/3 vote in the affirmative by the Board to prevent removal from said position.
That inverts the burden, allowing the Board to overlook it if needed, but with a very high bar to hit.
Edit:
Originally Posted by woody14619
For this, how about something like this:
I would actually go as far as to suggest language that the Foundation Council may, with a 2/3 vote, call for an immediate start of a new election cycle for the Board. That would add in a check/balance. But I would expect that to be reciprocal as well.
Elections for the Foundation Council must be announced by that body no less than 5 months from the start of the current term. Elections for the Board of Directors must be announced no less than 11 months from the start of the current term. If either body fails to announce and/or start the election cycle within the proper time, or on unanimous agreement by either the Foundation Council or the Board of Directors, an election cycle may be announced for both entities in unison.
__________________
Maemo Council Member: May 2012 - November 2012
Hildon Foundation founding member.
Hildon Foundation Board of Directors: March 2013 - Jan 15, 2014
Maemo Council Member: May 2012 - November 2012
Hildon Foundation founding member.
Hildon Foundation Board of Directors: March 2013 - Jan 15, 2014
Last edited by woody14619; 2012-09-19 at 18:40.
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2012-09-19
, 19:45
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#48
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do we still need a Council after the NFP foundation is created and has taken over?
currently Council is here the liaison with the "owner" of Maemo.org i.e. NOKIA
as soon as NOKIA is gone (at the speed at which they are bleeding cash before the end of 2013
) the Council's primary function is gone. Board is in direct contact with the Community (at least let's hope that they won't get so political so quickly 
) and whatever other functions the Council has, the Board should take over, no?
or will the admin of that NFP foundation take sooooo much time???
EDIT: here is my no-no idea about hildon foundation...
Last edited by misterc; 2012-09-19 at 19:56. Reason: Link to name...
currently Council is here the liaison with the "owner" of Maemo.org i.e. NOKIA
as soon as NOKIA is gone (at the speed at which they are bleeding cash before the end of 2013
) the Council's primary function is gone. Board is in direct contact with the Community (at least let's hope that they won't get so political so quickly ) and whatever other functions the Council has, the Board should take over, no?or will the admin of that NFP foundation take sooooo much time???
EDIT: here is my no-no idea about hildon foundation...
__________________
information is a necessary though no sufficient condition to rationality...
information is a necessary though no sufficient condition to rationality...
Last edited by misterc; 2012-09-19 at 19:56. Reason: Link to name...
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2012-09-20
, 00:44
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Posts: 1,455 |
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Joined on Dec 2009
@ Rochester, NY
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#49
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Originally Posted by misterc
As noted previously in the thread, we can not use the name Maemo, as it is trademarked by Nokia, and Nokia has already said it will not transfer the trademark, and would probably take issue with our legal entity taking that as part of the name.
EDIT: here is my no-no idea about hildon foundation...
Originally Posted by misterc
This was discussed on the mailing list some time ago, and a rather thorough explanation was given. Unfortunately because I replied from the wrong account, the mail is still awaiting moderation there. (Which apparently now has no moderator?)
do we still need a Council after the NFP foundation is created and has taken over?
This is the relevant discussion from my correspondence archives:
As to your question on why we are not mixing the roles of Board and Council:
The Board (as currently envisioned by the Council and the bylaws) would be responsible for managerial, financial, contractual and legal aspects of maintaining the assets of the Maemo community. These are the sort of things that, to date, Nokia has handled or delegated to a service provider. Part of the desire to retain this separation is therefore historical, as it's a familiar and established framework.
I (and others) also think it would be bad if the new nonprofit had a flat organizational structure (Council == Board) as it would put too much demand on a smaller group of volunteers. Mixing the roles would imply/command that members meet both skill sets, in what is already a dwindling membership pool. Placing extra burden on a smaller group seems an ill choice to make.
Personally, I know there are some that are willing and able to handle both roles. To that end, I've made the suggestion that running for a position in one group should not be to forced exclusion of the other. Said another way: One person could opt to run for both bodies, but it should not be mandated that a person running for one must (or must not) run for the other. We are still discussing that internally, but I think we as Council agree on this point.
Finally, consider that keeping a separation of roles allows the community more choice. We *may* be able to entice more volunteers into narrower roles, where they may not have consider running for a broader position. And while some candidates may run for both positions, the community may not feel comfortable with a particular candidate in both roles. Keeping them separate allows the community to elect someone for one role without electing them to both.
For all of these reasons, we see a clear and valid reason for continuing this division of responsibilities. If that changes, the community can always change how things work to fit the needs of the community as it evolves.
Thank you again for your input and questions. We really do need the input of the community to make sure we're going in the right direction. This really is about community, since without all if you, nothing we do will mean much of anything..
__________________
Maemo Council Member: May 2012 - November 2012
Hildon Foundation founding member.
Hildon Foundation Board of Directors: March 2013 - Jan 15, 2014
Maemo Council Member: May 2012 - November 2012
Hildon Foundation founding member.
Hildon Foundation Board of Directors: March 2013 - Jan 15, 2014
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2012-09-20
, 21:02
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@ Ruhrgebiet, Germany
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#50
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One question:
will this document be checked by a lawyer or any oher legal entitiy?
Or is this draft just what we "normal people" think it should sound like?
will this document be checked by a lawyer or any oher legal entitiy?
Or is this draft just what we "normal people" think it should sound like?
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In the event of one or several members whistle-blowing against fellow B.o.D but lacking the majority to eject said B.o.D, they may seek refuge from the Foundation Council which if satisfied of sufficient proof against the B.o.D may call for an immediate referendum by the Community, within 15 days of proof being submitted to the Foundation Council, for a re-election of the entire B.o.D including those who blew the whistle on any wrong-doings. Any prospective B.o.D accepts that upon accession to the post of a Director, any activity by him/her that is considered as illegal would lead to legal proceedings called against him/her.