Draft Bylaws for Maemo Non-Profit Entity

Hello,

In order to continue the community at www.maemo.org in the future, it will
be necessary to migrate much of the infrastructure and associated elements
to a new site and to establish a separate entity for that purpose. See
generally http://talk.maemo.org/showthread.php?t=84933. The attached
bylaws are proposed for discussion. Please note that this is primarily a
legal document and this is not the appropriate place to discuss many of the
issues associated with the actual migration of the community.

The first thing you may notice is the name. Because Maemo is trademarked
by Nokia and we don't want to experience problems, or even delay, while the
issue is worked out, we have decided to suggest Hildon Foundation as the
name. There is also a recognition that Maemo may be regarded as having
commercially tarnished by Nokia's negligence of the software, and so it
might be good to use a different name in any event. Either one of the
domain names www.maemocommunity.org and www.hildonfoundation.org have been
registered and will be available for the community if we choose to use them.

Because this is a legal document, the discussion of the mission is broadly
stated in historical context so that the entity has much flexibility.
Although Maemo and Hildon are mentioned, this should not be regarded as any
implication at all that Qt, Harmattan, CSSU, Cordia, kp, or any other
specific software related to Maemo will not be supported by the entity.

The operations of the NPE allow it to cooperate with Nokia, Jolla, or other
commercial entity. However, the entity is obligated to itself permanently
be an open source organization.

Perhaps the section of most interest and discussion will be Membership and
Governance. It is suggested that we keep the present "open" nature of the
maemo community to the extent practical. But this is not meant to be
predetermined and alternative structures may be proposed and adopted. It is
also unknown whether a voting mechanism opf the current maemo
infrastructure will continue to be available. The composition of the
initial Board also needs to be carefully determined and this is surrounded
by brackets.

The finances and budgets will be worked out once the entity is in place and
can establish a bank account.

The jurisdiction does not dictate the location of the servers or
repositories, or the nationality of the Board members. Pennsylvania is
suggested because it has more lax requirements than Delaware and better
suited for smaller organizations. Europe is also available and so the
jurisdiction is surrounded by brackets. The main considerations are speed
and start-up costs.

Council discussed a prior draft of the bylaws at its July 6 meeting and you
may refer to the logs for that discussion. Please don't take offense if an
issue important to you has not been mentioned in this mail - please raise
it and discuss it as you wish.

Rob (SD69)

On wto 10 lip 2012 18:06:32 CEST, robert bauer <nybauer@gmail.com> wrote:

> Hello,
>
> In order to continue the community at www.maemo.org in the future, it
> will be necessary to migrate much of the infrastructure and associated
> elements to a new site and to establish a separate entity for that
> purpose.  See generally http://talk.maemo.org/showthread.php?t=84933.
> The attached bylaws are proposed for discussion.  Please note that this
> is primarily a legal document and this is not the appropriate place to
> discuss many of the issues associated with the actual migration of the
> community.
>
> The first thing you may notice is the name.  Because Maemo is trademarked
> by Nokia and we don't want to experience problems, or even delay, while
> the issue is worked out, we have decided to suggest Hildon Foundation as
> the name.  There is also a recognition that Maemo may be regarded as
> having commercially tarnished by Nokia's negligence of the software, and
> so it might be good to use a different name in any event.  Either one of
> the domain names www.maemocommunity.org and www.hildonfoundation.org
> have been registered and will be available for the community if we
> choose to use them.
>
> Because this is a legal document, the discussion of the mission is
> broadly stated in historical context so that the entity has much
> flexibility. Although Maemo and Hildon are mentioned, this should not be
> regarded as any implication at all that Qt, Harmattan, CSSU, Cordia, kp,
> or any other specific software related to Maemo will not be supported by
> the entity.
>
> The operations of the NPE allow it to cooperate with Nokia, Jolla, or
> other commercial entity.  However, the entity is obligated to itself
> permanently be an open source organization.
>
> Perhaps the section of most interest and discussion will be Membership
> and Governance.  It is suggested that we keep the present "open" nature
> of the maemo community to the extent practical.  But this is not meant
> to be predetermined and alternative structures may be proposed and
> adopted. It is also unknown whether a voting mechanism opf the current
> maemo infrastructure will continue to be available.  The composition of
> the initial Board also needs to be carefully determined and this is
> surrounded by brackets.
>
> The finances and budgets will be worked out once the entity is in place
> and can establish a bank account.
>
> The jurisdiction does not dictate the location of the servers or
> repositories, or the nationality of the Board members.  Pennsylvania is
> suggested because it has more lax requirements than Delaware and better
> suited for smaller organizations.  Europe is also available and so the
> jurisdiction is surrounded by brackets.  The main considerations are
> speed and start-up costs.
>
> Council discussed a prior draft of the bylaws at its July 6 meeting and
> you may refer to the logs for that discussion.  Please don't take
> offense if an issue important to you has not been mentioned in this mail
> - please raise it and discuss it as you wish.
>
> Rob (SD69)
---

One of the main issues is method and date of electing Board. While in document, a cadence of one year is suggestem, I'm pretty sure that - for transparent continuity - first election for board of directors, should be held at expected date for Council election (i.e. Council transparently migrates to Board).

Personaly, I think that - for historical and practical reasons - we should keep Community Council name. Hoever, most foundations - like KDE - have Board of Directors. Such details are to be decided by Community.

/Estel

This is totally unrelated to Jolla, which is a private company. We are
talking about the future of the community.

2012/7/11 S. Howard <howards@gmx.co.uk>

> This will also apply to MeeGo/JollaMobile efforts?
>
> Howard.
>
> On 10/07/2012 17:06, robert bauer wrote:
>
> Hello,
>
> In order to continue the community at www.maemo.org in the future, it
> will be necessary to migrate much of the infrastructure and associated
> elements to a new site and to establish a separate entity for that
> purpose. See generally http://talk.maemo.org/showthread.php?t=84933. The
> attached bylaws are proposed for discussion. Please note that this is
> primarily a legal document and this is not the appropriate place to discuss
> many of the issues associated with the actual migration of the community.
>
> The first thing you may notice is the name. Because Maemo is trademarked
> by Nokia and we don't want to experience problems, or even delay, while the
> issue is worked out, we have decided to suggest Hildon Foundation as the
> name. There is also a recognition that Maemo may be regarded as having
> commercially tarnished by Nokia's negligence of the software, and so it
> might be good to use a different name in any event. Either one of the
> domain names www.maemocommunity.org and www.hildonfoundation.org have
> been registered and will be available for the community if we choose to use
> them.
>
> Because this is a legal document, the discussion of the mission is broadly
> stated in historical context so that the entity has much flexibility.
> Although Maemo and Hildon are mentioned, this should not be regarded as any
> implication at all that Qt, Harmattan, CSSU, Cordia, kp, or any other
> specific software related to Maemo will not be supported by the entity.
>
> The operations of the NPE allow it to cooperate with Nokia, Jolla, or
> other commercial entity. However, the entity is obligated to itself
> permanently be an open source organization.
>
> Perhaps the section of most interest and discussion will be Membership and
> Governance. It is suggested that we keep the present "open" nature of the
> maemo community to the extent practical. But this is not meant to be
> predetermined and alternative structures may be proposed and adopted. It is
> also unknown whether a voting mechanism opf the current maemo
> infrastructure will continue to be available. The composition of the
> initial Board also needs to be carefully determined and this is surrounded
> by brackets.
>
> The finances and budgets will be worked out once the entity is in place
> and can establish a bank account.
>
> The jurisdiction does not dictate the location of the servers or
> repositories, or the nationality of the Board members. Pennsylvania is
> suggested because it has more lax requirements than Delaware and better
> suited for smaller organizations. Europe is also available and so the
> jurisdiction is surrounded by brackets. The main considerations are speed
> and start-up costs.
>
> Council discussed a prior draft of the bylaws at its July 6 meeting and
> you may refer to the logs for that discussion. Please don't take offense
> if an issue important to you has not been mentioned in this mail - please
> raise it and discuss it as you wish.
>
> Rob (SD69)
>
>
>
>
> _______________________________________________
> maemo-community mailing listmaemo-community@maemo.orghttps://lists.maemo.org/mailman/listinfo/maemo-community
>
>
>
>
>
>


--
Iván Gálvez Junquera

We don't have any jurisdiction over Mer, Jolla, and similar efforts (fortunately). Bylaws doesn't exclude collaboration - or even merging, if approriate - with such projects, but base goal is continuation of support for user of Maemo flavors (incl. Harmattan).

/Estel

On śro 11 lip 2012 05:25:10 CEST, S. Howard <howards@gmx.co.uk> wrote:

> This will also apply to MeeGo/JollaMobile efforts?
>
> Howard.
>
> On 10/07/2012 17:06, robert bauer wrote:
>
> > Hello,
> >
> > In order to continue the community at www.maemo.org in the future, it
> > will be necessary to migrate much of the infrastructure and associated
> > elements to a new site and to establish a separate entity for that
> > purpose.  See
> > generally http://talk.maemo.org/showthread.php?t=84933.  The attached
> > bylaws are proposed for discussion.  Please note that this is
> > primarily a legal document and this is not the appropriate place to
> > discuss many of the issues associated with the actual migration of
> > the community.
> >
> > The first thing you may notice is the name.  Because Maemo is
> > trademarked by Nokia and we don't want to experience problems, or even
> > delay, while the issue is worked out, we have decided to suggest
> > Hildon Foundation as the name.  There is also a recognition that Maemo
> > may be regarded as having commercially tarnished by Nokia's negligence
> > of the software, and so it might be good to use a different name in
> > any event.  Either one of the domain names www.maemocommunity.org and
> > www.hildonfoundation.org have been registered and will be available
> > for the community if we choose to use them.
> >
> > Because this is a legal document, the discussion of the mission is
> > broadly stated in historical context so that the entity has much
> > flexibility.  Although Maemo and Hildon are mentioned, this should not
> > be regarded as any implication at all that Qt, Harmattan, CSSU,
> > Cordia, kp, or any other specific software related to Maemo will not
> > be supported by the entity.
> >
> > The operations of the NPE allow it to cooperate with Nokia, Jolla, or
> > other commercial entity.  However, the entity is obligated to itself
> > permanently be an open source organization.
> >
> > Perhaps the section of most interest and discussion will be Membership
> > and Governance.  It is suggested that we keep the present "open"
> > nature of the maemo community to the extent practical.  But this is
> > not meant to be predetermined and alternative structures may be
> > proposed and adopted. It is also unknown whether a voting mechanism
> > opf the current maemo infrastructure will continue to be available.
> > The composition of the initial Board also needs to be carefully
> > determined and this is surrounded by brackets.
> >
> > The finances and budgets will be worked out once the entity is in
> > place and can establish a bank account.
> >
> > The jurisdiction does not dictate the location of the servers or
> > repositories, or the nationality of the Board members.  Pennsylvania
> > is suggested because it has more lax requirements than Delaware and
> > better suited for smaller organizations.  Europe is also available and
> > so the jurisdiction is surrounded by brackets.  The main
> > considerations are speed and start-up costs.
> >
> > Council discussed a prior draft of the bylaws at its July 6 meeting
> > and you may refer to the logs for that discussion.  Please don't take
> > offense if an issue important to you has not been mentioned in this
> > mail - please raise it and discuss it as you wish.
> >
> > Rob (SD69)
> >
> >
> >
> >
> >
> >
> > _______________________________________________
> > maemo-community mailing list
> > maemo-community@maemo.org
> > https://lists.maemo.org/mailman/listinfo/maemo-community
>
>
>

On 10 July 2012 17:06, robert bauer <nybauer@gmail.com> wrote:
>
> Perhaps the section of most interest and discussion will be Membership and
> Governance. It is suggested that we keep the present "open" nature of the
> maemo community to the extent practical.

Why does HF need "membership"? It doesn't seem related to who can vote
the Board in.

Perhaps it would be useful to have a wiki page or something where you
describe the "vision" underlying these Bylaws, and so what they're
trying to support.

> Council discussed a prior draft of the bylaws at its July 6 meeting and you
> may refer to the logs for that discussion. Please don't take offense if an
> issue important to you has not been mentioned in this mail - please raise it
> and discuss it as you wish.

On the voting section/changes, there's a clause:

> [...] except the requirement that software must be freely available under
> an open source license as defined by the Open Software Foundation.

AFAICS, this is the first reference to this "requirement".

However, on the whole, it looks like a good start. There seem to be
some gaps which the Community Council Election process covers, though:

> The initial Board shall determine the voting criteria
> for community members eligible to select subsequent Board Directors.

If this is in the Bylaws, doesn't it allow each Board to select how
the next Board is selected? Seems sloppy. Make it STV and counted like
the Council. Similarly there should be clauses in the Bylaws about
what happens if there aren't enough members to stand.

STV makes sense if people are running for a pool place, but should the
Board have defined roles which are elected to?

Cheers,

Andrew

PS. Are you sure "Hildon" isn't trademarked by Nokia?

--
Andrew Flegg -- mailto:andrew@bleb.org | http://www.bleb.org/

On Wed, Jul 11, 2012 at 9:38 AM, Andrew Flegg <andrew@bleb.org> wrote:

> On 10 July 2012 17:06, robert bauer <nybauer@gmail.com> wrote:
> >
> > Perhaps the section of most interest and discussion will be Membership
> and
> > Governance. It is suggested that we keep the present "open" nature of
> the
> > maemo community to the extent practical.
>
> Why does HF need "membership"? It doesn't seem related to who can vote
> the Board in.
>

It is related. The subsequents Boards are selected by a vote of HF
community members.



> Perhaps it would be useful to have a wiki page or something where you
> describe the "vision" underlying these Bylaws, and so what they're
> trying to support.
>
The vision is to keep the governance similar to maemo.org, while complying
with the necessary legalities for an NPE.



>
> On the voting section/changes, there's a clause:
>
> > [...] except the requirement that software must be freely available under
> > an open source license as defined by the Open Software Foundation.
>
> AFAICS, this is the first reference to this "requirement".
>

It's the last one in the Functions section. Perhaps it's not clear that it
is a "requirement" and so that could be clarified. Should it be clarified
in Functions or should it be made part of the Mission?



>
> However, on the whole, it looks like a good start. There seem to be
> some gaps which the Community Council Election process covers, though:
>
> > The initial Board shall determine the voting criteria
> > for community members eligible to select subsequent Board Directors.
>
> If this is in the Bylaws, doesn't it allow each Board to select how
> the next Board is selected? Seems sloppy. Make it STV and counted like
> the Council. Similarly there should be clauses in the Bylaws about
> what happens if there aren't enough members to stand.
>
> It is meant that the Initial Board (the first Board) will decide how
members will select all Directors in the future. For example, should we
keep the same karma calculation, and time and karma thresholds for being
eligible to vote for and to be a member of the Board? I think we
should allow for the possibility to have someone from Nokia or Jolla be on
the Board even if they don't have 100 karma under current system. Rather
than try to decide this in advance, the proposal is to select the very
first Board according to present criteria and then they can decide what
will work best after seeing how the organization shapes up. I also worry
if there aren't enough members to stand, and especially qualified member to
stand. Maybe we should say "up to" 5.



> STV makes sense if people are running for a pool place, but should the
> Board have defined roles which are elected to?
>

We're trying not to make assumptions in case the NPE does not have the
infrastructure to do karma or STV. If we want to have a President elected
specifically to that role, I don't see why not. But I would like to keep
it flexible and not have multiple roles in case we have, for example, just
three people who agree to be on the Board.


>
> Cheers,
>
> Andrew
>
> PS. Are you sure "Hildon" isn't trademarked by Nokia?
>
I am sure it is not in the US. Of course, we may not use Hildon at all in
the future.

Thanks for your comments.

Rob

I think requirement of membership and Karma measures would cost only into
Power Games. I don't think it's hard to make karma ratings high if your
purpose is just to have high Karma and not really contribute. As well how
is membership is decided? Just to get registered? Than on other hand
vote-bots or "please vote for me" msgs would mess up the whole thing. I
think we need to learn the history of other open projects and how they
worked it out.

I would suggest that there should be few bodies. One of them
with responsibility for all legal, announcements, community and other
related stuff. And other are one who is responsible for Development vision,
those who lead CSSU. And i think it would be rational, while first one
community can vote for, second one is not about only popularity, but mostly
is how you really contribute. And make those bodies equal or share power
between them.

Just my idea and my 2 cents.

ZogG

On 11 July 2012 17:57, robert bauer <nybauer@gmail.com> wrote:

>
>
> On Wed, Jul 11, 2012 at 9:38 AM, Andrew Flegg <andrew@bleb.org> wrote:
>
>> On 10 July 2012 17:06, robert bauer <nybauer@gmail.com> wrote:
>> >
>> > Perhaps the section of most interest and discussion will be Membership
>> and
>> > Governance. It is suggested that we keep the present "open" nature of
>> the
>> > maemo community to the extent practical.
>>
>> Why does HF need "membership"? It doesn't seem related to who can vote
>> the Board in.
>>
>
> It is related. The subsequents Boards are selected by a vote of HF
> community members.
>
>
>
>> Perhaps it would be useful to have a wiki page or something where you
>> describe the "vision" underlying these Bylaws, and so what they're
>> trying to support.
>>
> The vision is to keep the governance similar to maemo.org, while
> complying with the necessary legalities for an NPE.
>
>
>
>>
>> On the voting section/changes, there's a clause:
>>
>> > [...] except the requirement that software must be freely available
>> under
>> > an open source license as defined by the Open Software Foundation.
>>
>> AFAICS, this is the first reference to this "requirement".
>>
>
> It's the last one in the Functions section. Perhaps it's not clear that
> it is a "requirement" and so that could be clarified. Should it be
> clarified in Functions or should it be made part of the Mission?
>
>
>
>>
>> However, on the whole, it looks like a good start. There seem to be
>> some gaps which the Community Council Election process covers, though:
>>
>> > The initial Board shall determine the voting criteria
>> > for community members eligible to select subsequent Board Directors.
>>
>> If this is in the Bylaws, doesn't it allow each Board to select how
>> the next Board is selected? Seems sloppy. Make it STV and counted like
>> the Council. Similarly there should be clauses in the Bylaws about
>> what happens if there aren't enough members to stand.
>>
>> It is meant that the Initial Board (the first Board) will decide how
> members will select all Directors in the future. For example, should we
> keep the same karma calculation, and time and karma thresholds for being
> eligible to vote for and to be a member of the Board? I think we
> should allow for the possibility to have someone from Nokia or Jolla be on
> the Board even if they don't have 100 karma under current system. Rather
> than try to decide this in advance, the proposal is to select the very
> first Board according to present criteria and then they can decide what
> will work best after seeing how the organization shapes up. I also worry
> if there aren't enough members to stand, and especially qualified member to
> stand. Maybe we should say "up to" 5.
>
>
>
>> STV makes sense if people are running for a pool place, but should the
>> Board have defined roles which are elected to?
>>
>
> We're trying not to make assumptions in case the NPE does not have the
> infrastructure to do karma or STV. If we want to have a President elected
> specifically to that role, I don't see why not. But I would like to keep
> it flexible and not have multiple roles in case we have, for example, just
> three people who agree to be on the Board.
>
>
>>
>> Cheers,
>>
>> Andrew
>>
>> PS. Are you sure "Hildon" isn't trademarked by Nokia?
>>
> I am sure it is not in the US. Of course, we may not use Hildon at all in
> the future.
>
> Thanks for your comments.
>
> Rob
>
>
>
>

On 11 July 2012 15:57, robert bauer <nybauer@gmail.com> wrote:
> On Wed, Jul 11, 2012 at 9:38 AM, Andrew Flegg <andrew@bleb.org> wrote:
>>
>> Why does HF need "membership"? It doesn't seem related to who can vote
>> the Board in.
>
> It is related. The subsequents Boards are selected by a vote of HF
> community members.

OK, makes sense. Should some definition of "member" be included, even
if it's "a minimum requirement for membership is an account on the
community website".

>> Perhaps it would be useful to have a wiki page or something where you
>> describe the "vision" underlying these Bylaws, and so what they're
>> trying to support.
>
> The vision is to keep the governance similar to maemo.org, while complying
> with the necessary legalities for an NPE.

Right, but some might find it hard without "showing your working".

>> > [...] except the requirement that software must be freely available
>> > under an open source license as defined by the Open Software Foundation.
>>
>> AFAICS, this is the first reference to this "requirement".
>
> It's the last one in the Functions section. Perhaps it's not clear that it
> is a "requirement" and so that could be clarified. Should it be clarified
> in Functions or should it be made part of the Mission?

Ah, I see. I'd parsed it as being related to the software powering the
website and the discussions around whether vBulletin (closed source)
should continue to be used.

Perhaps some definition of "software" would be useful, even if it's
just as a proper noun which is referred back to here.

> I think we should allow for the possibility to have someone from Nokia or
> Jolla be on the Board even if they don't have 100 karma under current system.
> Rather than try to decide this in advance, the proposal is to select the very
> first Board according to present criteria and then they can decide what will
> work best after seeing how the organization shapes up.

Hmm, but those are the very core questions which'll affect how the
Foundation operates! I appreciate "suck it and see" is going to be
sensible, but if there's an option of granting board membership to
people from related organisations that should be specifically included
as a debatable option.

Perhaps as a provision for up to 3 (non-executive?) board members at
the discretion of the elected board? Although this overlaps with the
"community positions".

>> STV makes sense if people are running for a pool place, but should the
>> Board have defined roles which are elected to?
>
> We're trying not to make assumptions in case the NPE does not have the
> infrastructure to do karma or STV.

Karma, I understand. But the infrastructure to run the voting software
or calculate the results using STV is trivial. It's all standard open
source stuff, with no dependency on the rest of the maemo.org
infrastructure (e.g. Midgard or the Garage databases).

As has been seen in previous elections, people can take the raw
output, run it through the same software package and come up with
"exit poll" results.

>> PS. Are you sure "Hildon" isn't trademarked by Nokia?
>
> I am sure it is not in the US. Of course, we may not use Hildon at all in
> the future.

Fair enough. I think ideally it'd be possible to come up with a new
name (as "Mer", "Nemo Mobile" and "Jolla" have done); but perhaps we
don't need that on top of the rest of the work ;-)

On the transparency front, I think the bylaws could be bumped up in
various areas - meeting minutes published, finances/annual report
public etc.

HTH,

Andrew

--
Andrew Flegg -- mailto:andrew@bleb.org | http://www.bleb.org/