Some thoughts concerning "rules of engagement" that fall outside of the Bylaws document...

Hi everyone,

After recently being elected to the Hildon Foundation Board (HFB), I've
been doing a lot of thinking concerning how the Board should interact
with the Maemo Community... I have listed some of my thoughts below.

Feel free to debate, critique, or add to what I have listed.

===
* While individual Board members are free to interact with the Maemo
Community on a personal/contributor level, the Board itself should
attempt to remain "removed" from community minutiae. Community minutiae
is what the Council exists for and, in this way, the Board should be
viewed more like how Nokia was viewed in years past.

* The Board needs a Wiki page on m.o. (If I get some time this week I
will start it.) All Board members may forward personal photos (good
quality/representational) to me.

* Does the Hildon Foundation itself (regardless of Board members) have
its own website? It looks like Niel Nielson owns
http://hildonfoundation.org... Can we use this? Can we some of the m.o
web server to host this? Niels Breet, can you answer this?
- Further advancement of a specific Foundation website will need
funding, but we need to begin discussing this now.
- Who will design the site? If we do it in Wordpress or Drupal, it'd be
pretty easy to setup a Theme and limited functionality (I can take care
of this if we have domain/hosting/PHP/MySql.

* The Board should probably have a Blog feed via m.o. (similar to the
Council). Niels Breet, could you set this up for us? Or, does that
responsibility fall to a Council member?

* I think that at least one Board member should always be present at
Council meetings. The bylaws set up the Board's schedule, but further
representation will most likely be needed.

* When should we have our first meeting? My schedule requires either
morning or afternoon times (PST), Tuesday through Thursday.
===

Again, feel free to add comments, etc. I may come up with more
thoughts/questions as well. I understand the current bylaws, but I'm no
lawyer. Am I overstepping any "rules"? Am I oversimplifying anything?

Thanks,
Tim

P.S. I don't know if anyone cares, but a few "Hildon Foundations"
already exist:
- http://www.hildon.com/our-story/the-hildon-foundation/
- http://opencharities.org/charities/1082252
- http://www.companiesintheuk.co.uk/ltd/the-hildon-foundation

--
http://samoff.com

Hi Tim,

We can use hildonfoundation.org for the website, Niel Nielsen got it for
the Foundation and is intending to transfer it to the Foundation.

The m.o servers shouldn't be used because Nokia is in the process of
reallocating them. Even currently, they are not dedicated to m.o. and
Nokia was trying to find servers that could be dedicated to the
Foundation. I recommend doing the Foundation wiki and the blog separate
from m.o, or at least only temporarily there. But we can do a feed on
planet maemo like anyone else can. The Board can elect to have the blog or
wiki maintained by council if it wants.

The Board meetings cannot be done on IRC - at least the Board members have
to have audio. If you want a free, web-based conferencing solution, you
may want to look at www.concert-oh.com. There may be others - I just don't
know others personally is all. WebEx charges for more than 3 attendees
AFAIK.

Those links are for the same Hildon Foundation (a general charity by
mineral water company) in UK. We should be mindful of it, but we should be
OK since the non-profit is a Pennsylvania (USA) corporation and I doubt
there will be any reason to cross paths. The Foundation may end up
operating under a tradename different than Hildon.

Rob

On Mon, Oct 22, 2012 at 12:44 PM, Tim Samoff <tim@samoff.com> wrote:

> Hi everyone,
>
> After recently being elected to the Hildon Foundation Board (HFB), I've
> been doing a lot of thinking concerning how the Board should interact
> with the Maemo Community... I have listed some of my thoughts below.
>
> Feel free to debate, critique, or add to what I have listed.
>
> ===
> * While individual Board members are free to interact with the Maemo
> Community on a personal/contributor level, the Board itself should
> attempt to remain "removed" from community minutiae. Community minutiae
> is what the Council exists for and, in this way, the Board should be
> viewed more like how Nokia was viewed in years past.
>
> * The Board needs a Wiki page on m.o. (If I get some time this week I
> will start it.) All Board members may forward personal photos (good
> quality/representational) to me.
>
> * Does the Hildon Foundation itself (regardless of Board members) have
> its own website? It looks like Niel Nielson owns
> http://hildonfoundation.org... Can we use this? Can we some of the m.o
> web server to host this? Niels Breet, can you answer this?
> - Further advancement of a specific Foundation website will need
> funding, but we need to begin discussing this now.
> - Who will design the site? If we do it in Wordpress or Drupal, it'd be
> pretty easy to setup a Theme and limited functionality (I can take care
> of this if we have domain/hosting/PHP/MySql.
>
> * The Board should probably have a Blog feed via m.o. (similar to the
> Council). Niels Breet, could you set this up for us? Or, does that
> responsibility fall to a Council member?
>
> * I think that at least one Board member should always be present at
> Council meetings. The bylaws set up the Board's schedule, but further
> representation will most likely be needed.
>
> * When should we have our first meeting? My schedule requires either
> morning or afternoon times (PST), Tuesday through Thursday.
> ===
>
> Again, feel free to add comments, etc. I may come up with more
> thoughts/questions as well. I understand the current bylaws, but I'm no
> lawyer. Am I overstepping any "rules"? Am I oversimplifying anything?
>
> Thanks,
> Tim
>
> P.S. I don't know if anyone cares, but a few "Hildon Foundations"
> already exist:
> - http://www.hildon.com/our-story/the-hildon-foundation/
> - http://opencharities.org/charities/1082252
> - http://www.companiesintheuk.co.uk/ltd/the-hildon-foundation
>
> --
> http://samoff.com
>
>

yes, I will transfer hildonfoundation.org ASAP, to whom should I request
the transfer?

/Niel

On Monday, October 22, 2012, robert bauer wrote:

> Hi Tim,
>
> We can use hildonfoundation.org for the website, Niel Nielsen got it for
> the Foundation and is intending to transfer it to the Foundation.
>
> The m.o servers shouldn't be used because Nokia is in the process of
> reallocating them. Even currently, they are not dedicated to m.o. and
> Nokia was trying to find servers that could be dedicated to the
> Foundation. I recommend doing the Foundation wiki and the blog separate
> from m.o, or at least only temporarily there. But we can do a feed on
> planet maemo like anyone else can. The Board can elect to have the blog or
> wiki maintained by council if it wants.
>
> The Board meetings cannot be done on IRC - at least the Board members have
> to have audio. If you want a free, web-based conferencing solution, you
> may want to look at www.concert-oh.com. There may be others - I just
> don't know others personally is all. WebEx charges for more than 3
> attendees AFAIK.
>
> Those links are for the same Hildon Foundation (a general charity by
> mineral water company) in UK. We should be mindful of it, but we should be
> OK since the non-profit is a Pennsylvania (USA) corporation and I doubt
> there will be any reason to cross paths. The Foundation may end up
> operating under a tradename different than Hildon.
>
> Rob
>
> On Mon, Oct 22, 2012 at 12:44 PM, Tim Samoff <tim@samoff.com<javascript:_e({}, 'cvml', 'tim@samoff.com');>
> > wrote:
>
>> Hi everyone,
>>
>> After recently being elected to the Hildon Foundation Board (HFB), I've
>> been doing a lot of thinking concerning how the Board should interact
>> with the Maemo Community... I have listed some of my thoughts below.
>>
>> Feel free to debate, critique, or add to what I have listed.
>>
>> ===
>> * While individual Board members are free to interact with the Maemo
>> Community on a personal/contributor level, the Board itself should
>> attempt to remain "removed" from community minutiae. Community minutiae
>> is what the Council exists for and, in this way, the Board should be
>> viewed more like how Nokia was viewed in years past.
>>
>> * The Board needs a Wiki page on m.o. (If I get some time this week I
>> will start it.) All Board members may forward personal photos (good
>> quality/representational) to me.
>>
>> * Does the Hildon Foundation itself (regardless of Board members) have
>> its own website? It looks like Niel Nielson owns
>> http://hildonfoundation.org... Can we use this? Can we some of the m.o
>> web server to host this? Niels Breet, can you answer this?
>> - Further advancement of a specific Foundation website will need
>> funding, but we need to begin discussing this now.
>> - Who will design the site? If we do it in Wordpress or Drupal, it'd be
>> pretty easy to setup a Theme and limited functionality (I can take care
>> of this if we have domain/hosting/PHP/MySql.
>>
>> * The Board should probably have a Blog feed via m.o. (similar to the
>> Council). Niels Breet, could you set this up for us? Or, does that
>> responsibility fall to a Council member?
>>
>> * I think that at least one Board member should always be present at
>> Council meetings. The bylaws set up the Board's schedule, but further
>> representation will most likely be needed.
>>
>> * When should we have our first meeting? My schedule requires either
>> morning or afternoon times (PST), Tuesday through Thursday.
>> ===
>>
>> Again, feel free to add comments, etc. I may come up with more
>> thoughts/questions as well. I understand the current bylaws, but I'm no
>> lawyer. Am I overstepping any "rules"? Am I oversimplifying anything?
>>
>> Thanks,
>> Tim
>>
>> P.S. I don't know if anyone cares, but a few "Hildon Foundations"
>> already exist:
>> - http://www.hildon.com/our-story/the-hildon-foundation/
>> - http://opencharities.org/charities/1082252
>> - http://www.companiesintheuk.co.uk/ltd/the-hildon-foundation
>>
>> --
>> http://samoff.com
>>
>> _______________________________________________
>> maemo-community mailing list
>> maemo-community@maemo.org <javascript:_e({}, 'cvml',
>> 'maemo-community@maemo.org');>
>> https://lists.maemo.org/mailman/listinfo/maemo-community
>>
>
>

Hi,

robert bauer wrote:
> Hi Tim,
>
> We can use hildonfoundation.org <http://hildonfoundation.org/> for the
> website, Niel Nielsen got it for the Foundation and is intending to
> transfer it to the Foundation.
>

I asked a question pertaining to this in a separate email.

> The m.o servers shouldn't be used because Nokia is in the process of
> reallocating them...
>

Makes sense. So where/how/etc.?

> The Board meetings cannot be done on IRC - at least the Board members
> have to have audio. If you want a free, web-based conferencing
> solution, you may want to look at www.concert-oh.com
> <http://www.concert-oh.com/>. There may be others - I just don't know
> others personally is all. WebEx charges for more than 3 attendees AFAIK.
>

Not that I mentioned any form the Board meetings should take, but... Why
is this necessary? Does it state it in the bylaws? Because I didn't read
that -- I'll reread later.

Thanks,
Tim

--
http://samoff.com

On Mon, Oct 22, 2012 at 4:05 PM, Tim Samoff <tim@samoff.com> wrote:

> Hi,
>
> robert bauer wrote:
> > Hi Tim,
> >
>
> The Board meetings cannot be done on IRC - at least the Board members
> > have to have audio. If you want a free, web-based conferencing
> > solution, you may want to look at www.concert-oh.com
> > <http://www.concert-oh.com/>. There may be others - I just don't know
> > others personally is all. WebEx charges for more than 3 attendees AFAIK.
> >
>
> Not that I mentioned any form the Board meetings should take, but... Why
> is this necessary? Does it state it in the bylaws? Because I didn't read
> that -- I'll reread later.
>
>
It's a PA requirement for all nonprofit corporations.


> Thanks,
> Tim
>
> --
> http://samoff.com
>
>

robert bauer wrote:
> It's a PA requirement for all nonprofit corporations.
>

Ok. Thanks for the clarification.

Tim


--
http://samoff.com

On Mon, Oct 22, 2012 at 06:37:09PM -0400, robert bauer wrote:
> > The Board meetings cannot be done on IRC - at least the Board members
> > > have to have audio. If you want a free, web-based conferencing
> > > solution, you may want to look at www.concert-oh.com
> > > <http://www.concert-oh.com/>. There may be others - I just don't know
> > > others personally is all. WebEx charges for more than 3 attendees AFAIK.
> >
> > Not that I mentioned any form the Board meetings should take, but... Why
> > is this necessary? Does it state it in the bylaws? Because I didn't read
> > that -- I'll reread later.
> >
> It's a PA requirement for all nonprofit corporations.

Hm, it seems very odd to mandate audio only, do you have a reference? What
about accessibility requirements (eg if some board members have hearing
disabilities)?

The current bylaws explicitly list IRC as a valid medium for remote
participation by the way.

L.

On Mon, Oct 22, 2012 at 06:37:09PM -0400, robert bauer wrote:
> It's a PA requirement for all nonprofit corporations.

Found the relevant act, I think [1]:

> § 1708. Use of conference telephone or other electronic
> technology.
>
> (a) Incorporators and directors. -- Except as otherwise
> provided in the bylaws, one or more persons may participate in
> a meeting of the incorporators or the board of directors of a
> business corporation by means of conference telephone or other
> electronic technology by means of which all persons
> participating in the meeting can hear each other.

IANAL, but doesn't "Except as otherwise provided in the bylaws" allow
for alternatives to be defined? A quick search turns up several PA
NPs that seem to have done exactly that (some examples: [2][3][4][5][6]).

L.

[1] http://www.legis.state.pa.us/WU01/LI/LI/CT/HTM/15/15.HTM
[2] http://www.hla-pa.org/StateOffice/StateOfficePolicies/index.htm
[3] http://www.wplug.org/wiki/ByLaws
[4] http://pa.us.wikimedia.org/wiki/Bylaws
[5] http://ofcn.org/libraries/bylaws/Lehigh.Valley.txt
[6] http://www.kli.org/kli/KLI.Bylaws.html

On Mon, Oct 22, 2012 at 8:34 PM, Lucas Maneos <maemo@subs.maneos.org> wrote:

> On Mon, Oct 22, 2012 at 06:37:09PM -0400, robert bauer wrote:
> > It's a PA requirement for all nonprofit corporations.
>
> Found the relevant act, I think [1]:
>
> > § 1708. Use of conference telephone or other electronic
> > technology.
> >
> > (a) Incorporators and directors. -- Except as otherwise
> > provided in the bylaws, one or more persons may participate in
> > a meeting of the incorporators or the board of directors of a
> > business corporation by means of conference telephone or other
> > electronic technology by means of which all persons
> > participating in the meeting can hear each other.
>
> IANAL, but doesn't "Except as otherwise provided in the bylaws" allow
> for alternatives to be defined?


This is an "enabling" statute. In other words, it is meant to explicitly
approve ("may") of audio enabled conferencing and that it is the default
position (if the bylaws are silent). The proper construction of "Except as
otherwise provided in the bylaws" is that it modifies the "may" - meaning
that the bylaws can contrarily provide that directors "may not" participate
by audio conferencing. If the statute was meant to allow a variety of
alternative meeting methods, the phrase "by means of which all persons
participating in the meeting can hear each other" would not be present.



> A quick search turns up several PA
> NPs that seem to have done exactly that (some examples: [2][3][4][5][6]).
>
> L.
>
> [1] http://www.legis.state.pa.us/WU01/LI/LI/CT/HTM/15/15.HTM

[2] http://www.hla-pa.org/StateOffice/StateOfficePolicies/index.htm
> [3] http://www.wplug.org/wiki/ByLaws
> [4] http://pa.us.wikimedia.org/wiki/Bylaws
> [5] http://ofcn.org/libraries/bylaws/Lehigh.Valley.txt
> [6] http://www.kli.org/kli/KLI.Bylaws.html
>
> I can't explain why these non-profits have done what they have done. How
do we know they have not made a mistake?

On Mon, Oct 22, 2012 at 11:32:33PM -0400, robert bauer wrote:
> I can't explain why these non-profits have done what they have done. How
> do we know they have not made a mistake?

We (well, I) don't. But if they are wrong, and the law forbids any
non-voice conferencing, it seems quite discriminatory to me (for
instance it means no one with a speech or hearing disability can serve
on the board) and I'm surprised it hasn't been challenged.

In light of this, are we sure we want the foundation incorporated in
Pennsylvania? Clearly we want to be able to have IRC meetings (it's
even written in the bylaws), is there some benefit in being in PA that
trumps this?

L.