[Qgis-psc] Feedback on Statutes

Sat Nov 26 00:26:05 PST 2016

Dear all

Thank you all (Thomas, Andreas, Bernhard, Matthias, Marco B.) so much for your feedback regarding the statutes, and for doing so in such a short time frame. I have listed all the feedback below. Items with a dark black bullet have been dealt with. In most cases I have added a short comment prefixed with my name in bold for your reference. All the changes I have made are in the google doc with change tracking here:

https://docs.google.com/document/d/1FcChHYgoI4FlURrZRYBjD8kB6IBW_BaG0Ieg8TDT0pM/edit#

Tonight I plan to merge all of those changes, make a PDF and put it on loomio for adoption. I will be offline most of today, but I will check my email tonight for any last comments. PSC if you have any comments please let me know, otherwise can I assume you are all ok for me to put this document before the voting community for general vote?

Best regards

Tim

QGIS Statutes

From Andreas

Hi Tim,
Apparently, there has been some feedback (german user group?) about the charter.
Would you be able to share the feedback with me? I would like to review this feedback as well.
--------------------
Some more issues:
Section 1:
"The legally binding version of this document is translated in the german language." --> better:
"The legally binding version of this document is the german version of this document". Tim: The German version of this document is the legally binding version.
----------
In section 2:
* Remove second points after "QGIS.ORG <http://qgis.org/> Association". Or even better: the PSC should have its own iten number --> makes more sense. Perhaps PSC should be explained before "QGIS Board" because the QGIS Board says "A subset of the PSC" ... Tim: Ok done (if I understood everything correctly)
More important:
* The sentence "QGIS Project Steering Committee (PSC) - The elected representatives of the QGIS community empowered with making day to day "decisions on behalf of the project." contradicts the definition of the board. The day to day decisions MUST be with the board - otherwise the whole PSC would be on the board. Only people registered in the trade registry can really do decisions (by law). The PSC can only have advisory status. So this sentence must be reworded that the PSC has "advisory character".
I know this sounds like these three people on the board have a lot of power, but in practice we could have an internal rule (not in the charter) that the board has to honor/follow decisions of the PSC and of course from the voting members. Tim: Ok makes sense to me
Chair should also have its own item number.
---------------
In section 5.2:
* remove the empty bullet point. Tim: Done
* Perhaps better re-order: Have the "QGIS User Group Voting Members" first before the "QGIS Community Voting members". Seems more logical to me, since it reads "For each user group voting member ..." Tim: Done
-------------------
I wonder if the role of the PSC needs to be better clarified in the charter? There are quite a few references to the PSC, but no real clarification what the PSC really is. Tim: Done - I have added a special section for this
Thanks,
Andreas

From Bernhard

I admit I had not been active in discussing the current statutes, so I read the document for the first time now and the problems I address may be already present in the old version, too, and I assume there have been some discussions going on about some of them already. On the other hand my proposals thus are those of a non-biased outsider :-)

Proposal 1: Term "community"
- refers to: section 2 number 2. and the whole document
- proposed change: Drop the term "QGIS User Community" (it is only refered to in section 2 number 8.) Make a clear definition of "QGIS Community" instead, e.g. "Any active participant in the QGIS project, including but not limited to users, committers, patch providers, translators, document maintainers, advice givers, stack exchange contributors etc." That might need a definition of the QGIS project, too (see below).
- reasoning: There is a definition of "QGIS User Community" as part of "QGIS Community" but there is no definition of "QGIS Community" itself, although throughout the document the term "QGIS Community" is used, even where "QGIS User Community" could have been used (section 5.5 second point "any active QGIS Community member"). Moreover the QGIS community (although unclear who belongs to it) is invited to attend the annual general meeting. I assume you meant both as synonyms but for me, as a first-time reader, this is very irritating. Tim: OK I think that just dropping the term 'User' is good

Proposal 2: define "QGIS Project"
- refers to: section 2
- proposed change: include a new number 2 like this: "QGIS Project - the development, maintenance and propagation of the GIS software QGIS and any other softwares in the official QGIS repositories as free software in the sense of the Free Software Foundation."
- reasoning: a) needed to define "QGIS community" (see above) b) used in the definition of the "Chair"

Proposal 3: Layout
- refers to: section 2
- proposed change: Definitions of "QGIS Project Steering Committee" and "Chair" should get a number of their own and not be included in the definition of the "QGIS Board"

Proposal 4: Term "QGIS Community voting members"
- referes to: section 5.1 number 1. and further
- proposed change: "QGIS Committers' voting members"
- reasoning: I learnt that the "QGIS Community voting members" are neither nominated for nor elected by the QGIS community, as I would assume by the name, but the QGIS committers only. So they do not really represent the "QGIS Community" but the "QGIS Committers" (although they are recruited from the QGIS Community). I do not like my proposed term either, but the one currently used seems misleading. Tim: This is not correct. Community voting members are nominated by the greater QGIS Community and elected by their fellow Voting Members. 

Proposal 5: State what the PSC is
- refers to: section 5 and further
- proposed change: rename section 5 to "QGIS Project Steering Committee (PSC)", first sentence in section 5 should be something like "The PSC consists of voting members." Tim: We propose that PSC are not voting members.
- reasoning: AFAIU the voting members _are_ the PSC. In section 4 you define three legal entities but further down only the "Board" is described any further (and the "financial auditors" are referred to in sections 7 and 8). In section 5 the new term "Voting members" is introduced but it is totally unclear how they connect to the rest. E.g. section 6.3 states that the PSC votes for the chairperson but from the statutes it is unclear how the PSC itself is constituted. Tim: I added an explicit section defining the PSC.

Proposal 6: election period of the board
- refers to: section 6
- proposed change: ?
- reasoning: section 6.1 states a two-year election period of board members, section 6.2 states that the Chair is a member of the board, section 6.3 states the chairperson is being elected annually thus contradicting section 6.1! Tim: Ok I  removed the 'annually' wording

Proposal 7: Honory PSC members
- refers to section 6.4
- proposed change: move 6.4 to the section dealing with the PSC or merge with 5.6
- reasoning: section 4 defines the PSC and the Board as separate legal entities, hence there should not be anything about the PSC in the section dealing with the board. Tim: Thanks

Proposal 8: Split section 6.5
- refers to: section 6.5
- proposed change: duplicate this subsection and have one in the section dealing with the board and one in the section dealing with the PSC
- reasoning: same as proposal 7 Tim: Done thanks

Proposal 9: exchange subsections 5.4 and 5.5
- refers to: subsections 5.4 and 5.5
- proposed change: exchange subsections 5.4 and 5.5
- reasoning: Throughout section 5 the QGIS Community voting members are named first and the QGIS User group voting members are named second but the election and eligibility sections reverse this order, seems inconsistent.

Proposal 10: exchange sections 5 and 6 or the order in section 4
- refers to: sections 4, 5 and 6
- proposed change: exchange sections 5 and 6 or the order in section 4
- reasoning: section 4 lists the Board first and the PSC second, hence the section on the Board should be first and the section on the PSC second, or the order in section 4 be adapted accordingly. Tim: I am not sure this applies any more given the other revisions I have made.

Now this got quite a long list, sorry ;-)
Hope it helps nevertheless.

From Thomas

Hi Tim, 
being CC'd by Bernhard seems to mean he wants me to comment. Well, I try (with the QGIS-DE statutes in mind), sorry for being so late on this.

I think I can follow the points Bernhard raises. The main problem seems to be the institutionalised relation between community and managing board/steering committee. To me Bernhards equalization of voting members and PSC is a misunderstanding though, but I can imagine, why he thinks so (see the reasoning of his proposal 5). 
You define the PSC as "The elected representatives of the QGIS community empowered with making day to day decisions on behalf of the project." (section 2), so it is a managing group - which someone has to establisch. This is done by voting of the so called voting members (see section 7), which is an attempt of personalising/institutionalising 'the community'. Refering to your legal entity diagram [1] from this post[2], this voting role or function is directed to the term 'PSC', but in the charter text it semms to be connected (only) to 'the board' and it is IMHO also missing in section 5.2!

Appart from the wording, if this realation is the case, then these two institution are the (main) "organs" of the association and have to be found in section 4 "QGIS.ORG <http://qgis.org/> Legal entities" (is 'legal entities' the right term here?). But in section 4 the 'voting members' or 'the community' respectively are missing. Tim: I changed section 4 to list only the Board and financial advisors.

I think a lot could be done by checking the wording: IMHO the term 'board' can be skiped and replaced by 'PSC' or 'Chair, Vice-chair and Treasurer' (as they are components of the PSC), because all important aspects of the 'board' stem from the three function roles Chair, Vice-chair and Treasurer. [Otherwise one could also skip 'PSC' for 'board' vice versa, if you like.] Tim: Discussed above - the board is a construct to limit the Verein registration documentation to a footprint of 3 individuals.

In german law it is only importand that (the members of) the association establishes the statutory roles of Chair, Vice-chair and Treasurer, which become registered, so that outside the world can leagly interact and do business with the now "embodied" legal entity QGIS.ORG <http://qgis.org/>.  And if the QGIS community wants to have a lager group of people to manage and organise the project (like the PSC as we see it nowadays) this is totaly up to them, i.e. it's an _internal_ issue. This means there is no legal need for an extra hierachical 'board'-level and I would expect this to be the same in swiss law. Tim: Correct the hierarchical board / PSC is simply a construct to limit the number of times we need to amend the Verain registration.

Along with Bernhards proposals, the consequence of the above would be:
- section 6 becomes "QGIS Project Steering Committee (PSC)" plus an additional sentence about its general job.
Tim: I have added an explicit section for the PSC, perhaps not exactly what you were asking for here but it makes the division clearer between board and PSC.

- section 5: add the role of the voting members (from section 7): "voting members can vote on any motion at the annual general meetings." Plus: "They also elect the PSC-members Tim: Agreed, added wording for this

(including the persons accepting the office of Chair, Vice-chair and Treasurer?)." Tim: The Chair/VC/Treasurer should be elected by the PSC in our view of things.

- section 4: QGIS.ORG <http://qgis.org/> instituions/organs
a) Voting Members
b) Project Steering Committee

[1] https://cloud.githubusercontent.com/assets/178003/19094738/026c5a50-8a92-11e6-8e83-97dbc30fe6df.png <https://cloud.githubusercontent.com/assets/178003/19094738/026c5a50-8a92-11e6-8e83-97dbc30fe6df.png>
[2] https://lists.osgeo.org/pipermail/qgis-psc/2016-October/004802.html <https://lists.osgeo.org/pipermail/qgis-psc/2016-October/004802.html>

I hope these late thoughts are still helpful.

From Bernhard

Proposal 11: removing voting members
- refers to: section 5.3
- proposed change: ?
- reasoning: section 5.3 states (implicitely) that a voting membership last indefinitely until one of the three cases mentioned occurs. Case 2 reads "There is a motion and passed vote to remove the member" Who has the right of proposal? The board, the PSC or any voting member? Who decides? The board, the PSC or all voting members? Should be clarified.

Proposal 12: Definition of authorized representation of QGIS.ORG <http://qgis.org/>
- refers to: ?
- proposed change: ?
- reasoning: Who represents QGIS.ORG <http://qgis.org/> and is authorized to e.g. sign a treaty with third parties? Could be the chairperson (not advisible, if something happens to him/her there is no representation), any board member alone or any two of the board or all three board members. (Tim: Added comment for Andreas to give his inputs in the doc)

Now Thomas pointed me to the fact that there is a strict time plan because the SWISS authorities set some deadline for QGIS.ORG <http://qgis.org/> becoming a "Verein". I understand that there are passages in the statutes that need not be in the German document and vice versa. Is the plan to fix the English statutes first and then translate relevant passages into German? Are these already in the statutes in a way accepted by SWISS authorities? Wouldn't it be easier to fix the German paper first, because it is the only legally relevant paper, and then translate the necessary parts into English and add what is needed? I CC this to Andreas for his opinion.

From Denis:

Hi Tim,

3. Is it really a goal to reach as many user as possible? Just asking...

In 5.2, go for User Group Voting members first, as they are used in the definition of Community Voting members (currently first described).

In 7, missing a dot at the end of 1st sentence.

Still in 7, point 8: I would remove "definition" (of the statutes) and just keep revision. 

Rephrase point 9 as the top sentence is "...deal with the following", so there should be no verb, right? maybe just: "any matter arising" ?

I would raise 1/5 of the voting members for extraordinary meetings to at least 2/5. Otherwise, they can wait, no? It must be quite exceptional...

You do not speak about being represented there. It should be defined if it's allowed or not, and if allowed how many person you can represent.

Also, I think that usually you have to define the latest date allowed to hold the AGM. Let's say April, 30th.

In 8, "The GM shall elect 2 financial auditors". Isn't it for a year only? Also, it's not listed in 7, I think it should.

9.1 The protocol of the general meeting shall be provided by the board and sent to the voting members prior to each general meeting, at least 15 days in advance.

9.3 missing dot at the end of first sentence.

Thanks a lot for your work Tim!
I hope you're doing well and to see you soon.

Best wishes from Switzerland,

Denis

From Andreas:

Here is again the URL of the relevant articles:

https://www.admin.ch/opc/en/classified-compilation/19070042/index.html#id-ni2-ni6-ni8 <https://www.admin.ch/opc/en/classified-compilation/19070042/index.html#id-ni2-ni6-ni8>

see articles 60 to 79. It is worth a read and not too long.

So we definitely need to keep the term "general meeting".

One more change we need to do:

https://www.admin.ch/opc/en/classified-compilation/19070042/index.html#a64 <https://www.admin.ch/opc/en/classified-compilation/19070042/index.html#a64> - article 64, item 3 says that 1/5th of the members is enough to request a general meeting. I added this change (in suggestion mode) and a comment why.

I don't see a mention that the annual report is required by law - but I think it is a good thing to have. It also helps to keep track of the history and progress of the project in a condensed form. It doesn't have to be excessive, just the most important events that happened during past year, e.g. new user groups, new releases, meetings, major sponsors, key progress or key new functions in the software, etc. It would also be a good document to forward to our sponsors to justify their investment and document the progress the project made.

From Tim:

The reason I prefer to remove the double mandates is that PSC members will be putting forward proposals and budgets etc. and it seems like self-reinforcement if we vote on the issues we raise ourselves.

TODO:

Elect 2 financial controllers for the year - they will review the books at year end
Provide them with financial details and
bank account statements
—

Tim Sutton

Co-founder: Kartoza
Project chair: QGIS.org

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