[Ambassadors] EMEA: Preliminary Statutes

Gerold Kassube gerold at lugd.org
Mon Jan 21 21:50:07 UTC 2008

Thomas, ...

please have a look at paragraph 8 and following:

In legal matters, the association will only be represented by the Chair
of the Board and by the vice-chair or vice-chairs of the Board jointly.
The chairman and vice-chairmen are the Board as described in section 26
paragraph 2, sentence 1 of the BGB. The vice-chairmen have
representative powers only in the event the chair is unforeseeable
unavailable, or when instructed by the chair.
             2. The Board conducts the business of the association and
                is responsible for all matters not covered by the
                Statutes of another body of the association. The Board
                has the following tasks:
                     1. Preparation of the agenda and convening of the
                        General Members Meeting,
                     2. An annual business plan, annual financial
                        statements and annual reports,
                     3. Preparation and execution of the decisions of
                        the General Members Meeting,
                     4. The General Members Meeting decides on a
                        proposal of the Board's rules.
                     5. The Board takes its decisions by a simple
                        majority. It is allowed to make decisions only
                        when the full Board is able to cast a vote.
                        Representation and abstention is not permitted.
                        Absent Board members can empower other Board
                        members only in writing, describing what vote to
                        cast. Written, telephone voting and voting by
                        e-mail is allowed. Also allowed are votes cast
                        on Internet Relay Chat channels allowing
                        registered nicknames only, if and when the chair
                        indicates each voter's identities are verified.
Am Montag, den 21.01.2008, 22:38 +0100 schrieb Thomas Canniot:
> Le Mon, 21 Jan 2008 21:59:12 +0100,
> Gerold Kassube <gerold at lugd.org> a écrit :
> > Just a short answer of the missing points from Thomas for
> > clearance ...
> > 
> > Am Sonntag, den 20.01.2008, 22:29 +0100 schrieb Thomas Canniot:
> > 
> > > Hi,
> > > 
> > > I read the stautes and as promised here are my coments about them.
> > > 
> > > In France, so as to avoid maybe misimpretation, we are used to
> > > definded terms in a 0 article. For example, we define Fedora, Open
> > > Source Software, mail (postal mail or email?), GNU/Linux, meeting,
> > > vote, signature (handwriting or not?) so as they can't be any
> > > misunderstanding while reading the statutes. The purpose is as well
> > > to avoit problems. For example, if you send e-mail to ask people to
> > > join a major meeting, with the vote of the board for example, and
> > > that it is mentionned in the statutes that a postal mail will be
> > > sent to ask people to come to the meeting, the meeting and all its
> > > content could be canceled because the statutes were not respected.
> > > Just my 2 cents.
> > > 
> > ^^
> > we decide how we invite; best is (in our case) by E-Mail; but what
> > will you do if a member changes his E-mail and don`t inform us?
> > 
> > > 4.1 "written request" > if someday you decide to permit people to
> > > fill an online formular on the web to subscribe to the association,
> > > their application won't be valid. Don't go into details like this,
> > > or define that "written" means for you that you assume it is also
> > > "written" when you fill up a form on da web. Same for 4.3
> > > 
> > > I see ntohing to add but at the 8.4 article. You should describe
> > > the tasks of the members of the board. What does the president, the
> > > vice president, the treasurer and the secretary do ? In fact,
> > > always the same, if some people became inactive, he could not be
> > > dismissed because of his inaction, as the statutes do not tell what
> > > he has to do. We had this problem in a lug in the North of
> > > France... this was damn crap.
> > > 
> > ^^
> > That's a good question, indeed :-)
> > Let me answer like a diplomat (which is very heavy for me):
> > The Board represent the whole NPO to outside, to the law, to public
> > and all other companys, entitys or the financial department for the
> > anual declarion of the money ...
> > you need in Germany a minimum of a president and his vice and we did
> > it in our own entity the voice for the vice is splitted to two
> > persons who can only act together ...
> > again example(s):
> > only ONE person who is president: if he dies in an accident (worst
> > case) the entity is without any legal person who can be responsible
> > and give declararion etc.
> > one President, one vice: President goes and order for the entity a
> > house; the Vice don`t like that and goes and cancel that house and buy
> > another one ... because that such a situation can't never happen the
> > vice-voice or let`s say "power" should be splitted to two persons
> > together :-)
> > 
> > A treasurer is also needed to divide the power of money away from the
> > President; he has to do another job as looking for the memberships,
> > the payments and all this administrative things.
> > 
> > Can you imagine how the NPO should work?
> > 
> Of course I can, but in the statutes, it should be written something
> like : the president reigns, the vice role is blablabla and the
> treasurer counts the cheques. 
> I know their role, but if they are not written, they can't be obvious
> and interpretation is on its way. There should be no obviousness, as
> they all depend on people mind. No place for interpretation, or you may
> have problem in the future.
> Thomas
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Gerold Kassube <gerold at lugd.org>
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