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GLM bylaws update coming

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ariadacapo's picture
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Joined: 2006-07-13

Hello all,

We are changing the address of the legal organization GNU/Linux Matters and this requires an update of our bylaws.

In practice the official mail address of GLM (in Toulouse, France) has simply been used as a re-direct to the current address (in Mennecy, France), for a little while. Now it looks like the new address is here to stay so we are updating the bylaws.

I know "bylaws" sounds like a somewhat obscure administrative paper, but in fact it plays a major role, by establishing us as a legal entity. It has legal value (you can sue us for not following them) and it gives us the ability to act as a moral person. (More in our FAQ).

Now is an opportunity to change anything in there. Because the paperwork load is high (let's just say there's a quite a bunch of putain de signed photocopies to hand in) we're not going to do this often. If you have suggestions, propositions, etc, do pop in.

The current bylaws can be downloaded at
http://documents.gnulinuxmatters.org/bylaws/glm_bylaws_en.pdf
http://documents.gnulinuxmatters.org/bylaws/glm_bylaws_fr.pdf

Note that although we keep both languages updated, only the French version is law-binding.

I can remember there's a slight modification pending (calling the FSF the Free Software Foundation even in French) but apart from our contact e-mail and address I don't intend to change anything else.

Suggestions of any kind are welcome. The paperwork should be on its way at the end of the week.

Olivier.

Gustavo's picture
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Joined: 2006-09-11
On article 1, I think we

On article 1, I think we should update our main URL to gnulinuxmatters.org.

The rest is just fine, I think.

Cheers!

free-zombie's picture
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Joined: 2006-03-08
The English translation

The English translation isn't perfect, but that's to be delt with some other time.

In article 3,
is the ® after in "Windows®" legally necessary ? I beleive we decided to use them as little as possible at some point.
what's the organization called ? Not that it hurts, but I'd only explain GNU/Linux Matters as "(«GNU/Linux Compte»)" once if French law so permits.

We might want to add some rule for dealing with when a member somehow disappers, like that we can assume they abstain from voting if the don't react in three times ten days following e-mails. Similarly, if someone is going to be unavailable for a longer stretch of time, they should probably be able to decide to categorically abstain from all polls during their absence, including those in an assemblée générale they cannot take part in. At the moment, it looks like we're just assuming everybody will be there all the time, which might not always sufficiently be the case.

Gustavo's picture
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Joined: 2006-09-11
I agree with all of your

I agree with all of your suggestions.

ariadacapo's picture
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Joined: 2006-07-13
Good remarks. free-zombie

Good remarks.

free-zombie wrote:

We might want to add some rule for dealing with when a member somehow disappears, like that we can assume they abstain from voting if they don't react in three times ten days following e-mails.

I'm not too worried about that. The bylaws just say

bylaws wrote:

Members may abstain from voting, or not participate.

which, I should believe, provide enough provision for absenteeism. If I don't show up I don't participate.
All the rules about voting were set-up while I was slightly afraid that the whole thing might swerve out of control, and this has not happened. I think we won't need to refer to a formal vote before there's 15 of us in the committee =)

I took all the other modifications, made a few re-phrasings here and there in the French version. The drafts are available at
http://people.gnulinuxmatters.org/olivier/bylaws_draft/

Cheers,

Olivier.

Gustavo's picture
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Joined: 2006-09-11
What's the point of keeping

What's the point of relying on members who suddenly disappear for a really long time? You cannot make good decisions if you are not aware of what's going on in the organization, and more importantly, things must not be stalled because we don't have enough votes to make a decision.

By the way, "You don't have permission to access /olivier/bylaws_draft/bylaws_v1.1.odt on this server."

chmod a+r ~/public_html/bylaws_draft/bylaws_v1.1.odt
free-zombie's picture
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Joined: 2006-03-08
Suggestion for section

Suggestion for section 9.5:

Quote:

L'association se réunit officiellement au moins une fois par an. Une invitation doit être envoyée à tous les membres au moin deux semaines avant l'assemblée. La liste des sujets abordés est préparée à l'avance et un résumé est envoyé pendant les six mois après l'assemblée à tous les membres. A cause de la disparité géographique des membres, les réunions officielles peuvent avoir lieu électroniquement. L'assemblée délibère valablement si au moin 60 % des membres sont présents ou ont envoyés un renoncement écrit de leurs voix à un membre du Bureau des Directeurs.

Quote:

The association has at least one formal meeting per year. An invitation must be sent at least two weeks before the meeting. The list of discussed issues is prepared in advance and a summary is sent to all members within the following six months. Due to the geographical disparity of members, formal meetings can be held electronically. The meeting has a quorum if at least 60% of the members are present or have sent a written renouncement of their vote to a member of the Board of Directors.

As we're actually discussing a French text here (I'll check the translation soon...), how many of us speak French ?

Why the last sentence is important: As the text is now, it's reasonable to assume that the assembly must include all members.

Maybe a change of bylaws should require a 60% or 2/3 majority, the directors possibly only having one vote each ?

libervisco's picture
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Joined: 2006-05-04
I think Thomas' suggestion

I think Thomas' suggestion is sensible. As long as it is clear that after a specific time period since the notification of a new poll not responding will be taken as abstaining (neutral) then I don't see a problem.

ariadacapo's picture
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Joined: 2006-07-13
I have added the elements

I have added the elements you suggested about the General Assembly, in the most concise form possible. We now have

bylaws FR wrote:

L'association se réunit officiellement au moins une fois par an. Une invitation est envoyée à chacun des membres au moins deux semaines au préalable. La liste des sujets abordés est préparée à l'avance et un résumé est envoyé au cours des six moins suivant l'assemblée à l'ensemble des membres.
À cause de la disparité géographique des membres, les réunions officielles peuvent avoir lieu électroniquement. Le quorum de l'assemblée est de 60% des membres.

bylaws EN wrote:

The association has at least one formal meeting per year. An invitation is sent to each member at least two weeks before the meeting. The list of discussed issues is prepared in advance and a summary is sent afterwards to all members within six months.
Because of the geographical disparity of members, formal meetings can be held electronically. The quorum is met with 60% of the members.

I really insist that at the moment this is by far the least important part of the bylaws.

I pledge, however, to re-consider carefully the internal organization, decision-making, voting process ect. as soon as we will have important decisions to take together within the board.

I consider the present version (same url) final. Now Gustavo has to print a couple of copies out, sign them, and [paper] mail them to me. This leaves a handful of days until they are formally sent to the Préfecture, if you have last-minute objection.

Thanks,

Olivier.

free-zombie's picture
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ariadacapo wrote:I really
ariadacapo wrote:

I really insist that at the moment this is by far the least important part of the bylaws.

I pledge, however, to re-consider carefully the internal organization, decision-making, voting process ect. as soon as we will have important decisions to take together within the board.

I consider the present version (same url) final. Now Gustavo has to print a couple of copies out, sign them, and [paper] mail them to me. This leaves a handful of days until they are formally sent to the Préfecture, if you have last-minute objection.

If we are changing the bylaws anyway, we might as well change the parts not as important for us now, IMHO. Not that I want to push the subject further now.

Either way, I insist we hold a formal vote on the change of the bylaws, as is required by our own bylaws.

ariadacapo's picture
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Joined: 2006-07-13
Sure enough, but over here,

Sure enough, but over here, you're doing no good to the reputation that across the Rhine people like rules ;-)

This is an internal matter, so the discussion continues on the internal list.

ariadacapo's picture
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Joined: 2006-07-13
Finished

I have just received the official paper (oooh) from the Préfecture, with our information written in bold underlined capital letters and a signature. Our updated bylaws are now official and the change should be published in the Journal Officiel in the coming month.
[I'm eagerly waiting the time when paper photocopies will give way to PGP-signed, CACert-proofed digital procedures.]

The announcement is here. One last formality at the bank so they know about it, and we will be finished.

Thank you all for your patience.

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