[Qgis-psc] Feedback on Statutes
Andreas Neumann
a.neumann at carto.net
Sat Nov 26 08:38:39 PST 2016
Hi Tim, Hi all,
Thanks for dealing with all the feedback.
And thanks to everyone who provided feedback.
Looks much better now.
I just edited a few minor things (typos). Anyway - typos can be revised
always, whenever they are found. They don't need a revoting/charter
revision.
Looking forward to get this charter approved.
Greetings,
Andreas
Am 26.11.2016 um 09:25 schrieb Tim Sutton:
> 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
> [2] 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
>
> 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
> - 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
> o Provide them with financial details and
> o bank account statements
> *
>
> —
>
>
>
>
>
>
>
>
> *Tim Sutton*
>
> *Co-founder:*Kartoza
> *Project chair:*QGIS.org <http://QGIS.org>
>
> Visit http://kartoza.com <http://kartoza.com/> to find out about open
> source:
>
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>
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>
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