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These Bylaws define the internal organization of The Document Foundation. They cover the Community processes for contributions made to the Projects and Teams of The Document Foundation. These Bylaws do not apply to the actual structure and governance of The Document Foundation as a legal entity, which are addressed in The Document Foundation's legal statutes.
- The Document Foundation is a legal entity having been founded on the date of xxxxxxx with the following identity: yyyyyyyyy. The Foundation, in terms of an entity, should be considered to be distinct from the software development projects and the promotional activities that it supports, steers and sustains. Only certain people are authorized to speak on behalf of The Document Foundation. The Document Foundation may have trustees (founders; employees; Officers; directors; and the various members of the Board of Directors [the "BoD"], the Engineering Steering Committee [the "ESC"] and the Advisory Board [the "AB"]). Part of its role is to accept donations; however, it is not the Foundation's role per se to accept or approve membership applications to become Community Members, which are managed by the Membership Committee (refer to Membership Application Process). For more information, see Governance.
Board of Directors [BoD]
- The Board of Directors [or "BoD"] is the Foundation's Board of Directors and the main steward of the Foundation's Projects and Teams. Each Director is elected by the Community Members, during an election process involving the entire Community (refer to Voting to Elect Members of the Board of Directors). The Board of Directors is composed of nine (9) members; this figure does not include deputies. The Board of Directors is responsible for appointing the Membership Committee; it can also form any other ad hoc Teams or committees, if such Teams or committees are necessary. For more information, see Board of Directors under Governance.
Engineering Steering Committee [ESC]
- The Engineering Steering Committee provides technological guidance on strategic matters and, hypothetically, will be composed of the Community's best engineers. This committee is not elected: instead, the members are appointed by the Developers Team. There is no limit on the number of members of the Engineering Steering Committee. For more information, see Engineering Steering Committee under Governance.
Membership Committee [MC]
- The Membership Committee is a committee formed and appointed by the BoD, and is in charge of managing memberships. It also plays a key role in the election of the BoD (see Voting to Elect Members of the Board of Directors) and in other cases (see Solemn Address and Impeachment of the Board of Directors). For more information, see Membership Committee under Governance, and Membership.
Advisory Board [AB]
- The Advisory Board provides a forum for organizations that provide a substantial minimum level of financial, or other support, as determined by the BoD, to meet with the BoD and provide advice. For more information, see Advisory Board under Governance.
- The Foundation may have several Officers. Officers are not elected; they are Members who are employed or remunerated for their duties. There will be at least four (4) Officers: the Chairperson, the Executive Director, the Financial Officer and the Legal Officer. There may be other Officers in charge of communications, press relations, infrastructure management, and other responsibilities. Officers can be Community Members, and members of any committee, except in specific instances: the four Officers cannot be members of the AB or the BoD. For more information, see Officers under Governance.
- The Community is the body of Members currently recognized and accepted by the Membership Committee. The Community as a whole is made up of sub-communities (developers, extenders, documenters, marketers, etc.), and is referred to separately from the greater community of users of the software we produce [the "end-user community"]. For more information, see Membership.
- The Document Foundation organizes the significant areas of the Community's activities into Teams (Developers Team, Documentation Team, Marketing Team, ...), or into ad hoc Projects on an as-needed basis. For more information, see Governance and Membership.
- The Community's Members are people who contribute their time, efforts and skills, whether on a paid or voluntary basis. Members are commonly referred to as "Community Members" or as "Community Contributors" (or as "XYZ Team Members" or "XYZ Project Members"). To become a Member of the Community, you have to make tangible or traceable contributions for a certain time and to a certain extent. Membership applications are evaluated by the Membership Committee on the basis of these criteria (refer to Membership Application Process). For more information, see Membership.
Goals of The Document Foundation
The goals of The Document Foundation have been described in The Next Decade Manifesto, and these Bylaws are intended to implement the vision set-out in the aforesaid manifesto. In simple terms, the goals of The Document Foundation are to develop a next-generation set of digital productivity and creativity tools, by fostering a sustainable, independent and inclusive community to produce Free and Open Source Software [FOSS] based on Open Standards.
The Document Foundation believes in empowering its Contributors so that the user community can benefit from the best, most-sustainable and most-innovative software. To achieve this, most of the daily work is performed by the Foundation's Contributors. Nonetheless, certain bodies or committees will be in charge of work when the decision-taking requires extraordinary decisions, litigation, conflict resolution, funding, treasury, strategic technical decisions, strategic technical guidance, and general guidance on orientations.
Board of Directors
The Board of Directors [BoD] is composed of nine (9) members elected by the community of Members/Contributors. Members of the Board of Directors are elected for a term of at least one (1) year (refer to Voting to Elect Members of the Board of Directors). Each member of the BoD must appoint one Community Member as deputy who can replace her/him in case of need, and who has the same rights during her/his period of absence or unavailability. A deputy does not have to be elected, but his/her name must be publicly published as the deputy of a particular BoD member.
Elections are prepared and conducted in a public and transparent fashion by the Membership Committee and the Chairperson. In the event of a dispute, it is the Chairperson's duty to either settle the dispute or call new BoD elections.
The duties of the BoD are wide-ranging, extending from administrative duties and other duties specifically tied to the Foundation (refer to the clauses covering interactions between the Foundation and the Community governance) to strategic planning, funds allocation, financial oversight, trademark ownership management, dispute settlement, Community guidance, etc.
The BoD can set-up as many committees, Teams and Projects as it deems necessary. The Chairperson (CH), the Executive Director (ED), the Financial and Legal Officers are also nominated, appointed and discharged by the BoD. The BoD can also appoint additional Officers in addition to the Foundation's four (4) principal Officers.
Engineering Steering Committee
The Engineering Steering Committee [ESC] is composed of developers who are appointed: they are not required to be elected, and the ESC can be staffed by as many members as necessary. The mission of the ESC is to provide technical guidance and to settle technical disputes. The duties of the ESC are to provide expertise and information to the BoD, to the AB, to the Chairperson, to the Executive Director and to any other Officer of the Foundation. Members of the ESC may also be members of the BoD.
The ESC is neither an elective body nor an elected committee: it provides technical guidance. It can be placed under administration by the BoD; in this case, the BoD will have the power to appoint a new ESC, in whatever manner it deems appropriate.
The list of members of the ESC must be published via a commonly-consulted public medium, and must be maintained up to date at all times. The Community must be immediately notified of any changes whatsoever to the membership, composition and functioning of the ESC, through an explicit public announcement via a commonly-consulted public medium.
The Membership Committee [MC] is staffed by members who are appointed by the Board of Directors. The mission of the MC is to administer membership applications and renewals, and to oversee the election of the BoD, under the authority of the Chairperson (refer to Board of Directors).
The composition, form, and processes of the Membership Committee can be changed by the BoD after a vote by the BoD members.
The Community must be immediately notified of any changes whatsoever to the membership, composition and functioning of the MC, through an explicit public announcement via a commonly-consulted public medium, before the decision enters into effect.
The Advisory Board [AB] is staffed, at the BoD's discretion by organizations that have made a substantial contribution to The Document Foundation. Each organization appoints a single representative to the Advisory Board based on a yearly fee to be determined by the BoD.
The AB's primary function is to represent these organizations by providing the Board of Directors with advice, guidance and proposals. The BoD is attentive to the AB's advice, guidance and proposals, but is not under any obligation to heed them. The BoD can consult the AB whenever the BoD considers it appropriate; likewise, the AB can submit guidance, opinions and proposals to the BoD whenever the AB considers it appropriate.
It is recommended that the AB and the BoD hold one (1) meeting per year to discuss Projects and other matters they both consider necessary. In principle, the content and minutes of this meeting will be made public; however, some parts of the proceedings may be kept confidential (refer to Transparency, Conduct of Business, and Confidentiality).
The list of members of the AB must be published via a commonly-consulted public medium, and must be maintained up to date at all times. The Community must be immediately notified of any changes whatsoever to the membership, composition and functioning of the AB, through an explicit public announcement via a commonly-consulted public medium.
The Chairperson (CH) is in charge of representing the Foundation. The Chairperson's role is mainly detached from the daily activities of the Foundation and its Projects and Teams, but he/she can liaise with the AB and the BoD on any matter he/she deems necessary, and is briefed by the Executive Director. The Chairperson can intervene in dispute resolution and can take part in overseeing the process for nominations and elections of candidates for the BoD. The Chairperson cannot be a member of the BoD or the AB.
The Chairperson is nominated by the BoD, either by a consensus of the BoD members, or by a means of an ordinary vote among the members of the BoD. This vote does not have to be public. The Chairperson can be discharged and replaced by the BoD at any time. However, the Community must be immediately notified of the Chairperson's discharge and/or replacement, through an explicit public announcement via a commonly-consulted public medium.
There is no limit to the time a Chairperson can serve.
The Executive Director
The Executive Director [ED] is an Officer of the Foundation who is in charge of running the Foundation's daily operations, and of implementing the strategy developed by the BoD. The ED liaises with the various Teams and Projects, and ensures that all facilities made available for the activities supported by the Foundation are provided in a satisfactory manner.
The ED can attend each meeting of the BoD, but has no voting rights. The Executive Director cannot be a member of the AB or the BoD (except as a guest, in his/her role as ED with no voting rights).
The ED supervises the activities of every other Officer of the Foundation except for the Chairperson. The ED has to liaise with the Foundation's Chairperson on a monthly basis, and has to brief the Chairperson on the activities managed by the Foundation. The ED is accountable to the BoD for the fulfillment of his/her duties. He/she has to brief the BoD on the Foundation's mission and the activities it runs.
The BoD can discharge the ED from his/her position.
Other Officers of the Foundation
The roles and responsibilities of the Officers in charge of finances and legal affairs are covered in the Foundation's legal statutes.
The Foundation can also decide to hire or remunerate lawyers, administrative personnel and other Officers to handle marketing, communications, infrastructure management and other responsibilities.
Transparency, Conduct of Business, and Confidentiality
In principle, the processes, discussions and decisions of The Document Foundation, of its Committees, of its Board and of its Officers are public, and decisions are taken in a rational and transparent manner.
Minutes of meetings will be published, and decisions will be documented. However, in exceptional cases, some discussions may be held confidentially if the matter is delicate or demands confidentiality. Notwithstanding, the outcomes and decisions arising from these discussions (although not the discussions themselves) will be made public no later than one (1) month afterwards, and will generally be disclosed in the shortest possible time.
Disputes between Contributors are settled by the Board of Directors; if necessary, the case can be sent for appeal to the Chairperson by the plaintiff, the defendant or the BoD.
Business will be conducted in a scheduled and regular manner. The BoD preferably should meet every two (2) weeks, but must definitely meet at least one (1) time per month. It may organize ad hoc meetings if it sees fit. The ESC will meet one (1) time each month, or possibly more frequently. Schedules and other details of daily business are covered in other documents auxiliary to these Bylaws. The BoD members are under an obligation to meet in person at least one (1) time per year, and preferably two (2) times per year.
Provisions Concerning Possible Conflicts of Interest
Conflicts of interests often tend to be hard to prove. However, the dominance of one entity within the Foundation, or the absence of a plausible solution thereto within the Foundation's or the Community's governance processes or Bylaws, is a precursor to a latent conflict of interest. While such conflicts can sometimes be hard to avoid, The Document Foundation and its Community strives for transparency. To achieve this, three (3) rules are applied to prevent the most-obvious potential cases of such conflicts within our Community:
- At any time, no more than three (3) employees or affiliates of the same company, organization or entity may be members of the BoD. This also covers the subsidiaries of the company, organization or entity.
- At any time, no more than thirty per cent (30%) of the members of the ESC may work for the same company, organization or entity (or any of its subsidiaries) as employees or affiliates.
- At any time, no more than thirty per cent (30%) of the members of the MC may work for the same company, organization or entity (or any of its subsidiaries) as employees or affiliates.
In the event of a contravention of any of the above three (3) rules, the BoD is empowered to decide the best course of action to remedy the situation.
Salaries, Remunerations and Expenses
Members of the BoD, ESC and AB are not employed by the Foundation, but can be otherwise remunerated for their role within these Committees and the Community by any third party (however, see Provisions Concerning Possible Conflicts of Interest, as regards provisos). Their travel expenses and other costs directly related to the Foundation's business may be covered by the Foundation, according to its resources.
Officers of the Foundation are employed or contracted by the Foundation; they are thus employees or contractors of the Foundation. Except for the rule that the Chairperson, the Executive Director and the Legal and Financial Officers are not allowed to be members of the Board of Directors and the Advisory Board, Officers can join any committee and contribute to any of the Foundation's Projects and Teams. The Foundation decides how and in what manner Officers are remunerated or employed, according to its resources.
We believe that there are several different types of sub-community within one greater Member Community. In addition, there is the community-at-large of the users of the software we produce. The user community is the community that we serve and cater to as our defining objective. We value all of these communities greatly.
To become a Contributor to the Foundation, or to become a Member of the Foundation's Teams and Projects (which is essentially the same thing), you have to prove that you have devoted time and effort to the Community's work, and that you have made tangible, traceable or otherwise-proven contributions.
Every membership application is reviewed by the Membership Committee, which approves or declines it (see Membership Application Process).
There are no differences of equality between Members, even though certain Members may be granted particular powers, appointed to certain roles and responsibilities, and entrusted with access to certain Community resources. Every Member is expected to always remember that he/she is part of an egalitarian Community of which a key guiding principle is public service, and that membership is a status which is truly earned through contributive work, not something acquired by unproductive activities such as idle posting to mailing lists and forums, etc.
Every Member is expected to deal with other Community Members and with our end users with courtesy, forbearance, objectivity, open-mindedness, friendliness, understanding, patience and goodwill.
Unacceptable behavior is considered to be grounds for membership revocation (refer to Revocation of Membership).
The Foundation's membership criteria are explained below.
No fees are charged for membership, nor do any fees qualify one for membership.
Members must agree to the Foundation's Charter (its Bylaws and The Next Decade Manifesto), and must support the principle of an independent Foundation.
Membership is based on merit, which is earned through:
- code contributions;
- contribution of translations;
- contribution of documentation, design, templates and a variety of other material that is published through the Foundation's resources;
- triaging, prioritizing and doing in-depth analysis of bug reports and feature requests;
- research activities (such as marketing and feature research for future versions, usability research, etc.);
- publicizing the Foundation and its projects in coordination with the Foundation, via media, at fairs and other events, etc.;
- maintaining infrastructure or performing administrative work for the benefit of other Contributors.
All such contributions must be non-trivial, and must be carried out for a certain length of time (refer to Membership Application Process).
Activities qualifying one for membership are:
- submitting, qualifying or triaging bugs;
- fixing bugs;
- submitting patches;
- fixing errors on the wiki;
- creating content and coordinating activities for specific initiatives (i.e officially-fostered initiatives for marketing purposes);
- localization work;
- documentation writing;
- translating documentation or content of Foundation-run projects;
- attending multiple FOSS events as part of an official Foundation Team;
- working on specific infrastructure tasks, and carrying-out administrative or financial roles within the Foundation.
Members can engage in a range of activities during their membership (refer to the qualifying activities for an applicant under Membership Criteria). Generally, Members also fulfill various other roles, such as:
- coordinating Teams and Projects;
- inspiring others;
- striving to serve the Foundation and its Teams and Projects;
- striving for excellence in their contributions;
- voting in elections for the Board of Directors and any other committee that requires election;
- voting on decisions put up for a vote;
- proposing new projects, initiatives or activities to the Foundation;
- undertaking administrative or infrastructure management roles, on a temporary or permanent basis;
- being elected to or standing as candidate for the various boards and committees.
Membership Application Process
Membership is be considered after submission an application, and requires approval. Approval is weighed by the Membership Committee.
Membership applications should be accompanied by information about the applicant's merit. The collection of such information should be automated whenever possible; infrastructure will be prepared for this purpose (refer to the qualifying activities for an applicant under Membership Criteria).
Every membership applicant must have been active for at least three (3) months, and should make a best-effort commitment to at least six (6) months activity (not counting the first three (3) months of fulfillment of qualification).
An applicant preferably should be nominated by an existing Member.
The applicant should have earned a good reputation among the existing Community of Members, i.e, by engaging in specific, tangible activities.
Members may resign at any time (refer to Revocation of Membership).
Continuity of Membership
If a Member stops contributing, and has been clearly inactive for a certain period of time, such that the merit criteria are no longer met, his/her membership status will be revoked after a certain time lapse (refer to Revocation of Membership).
In the event of special circumstances (long vacations, sickness, etc.), a Member can declare himself/herself to be temporarily inactive without losing membership status, provided that he/she plans to resume contributing at a later date.
To ensure that Members remain committed to their role in the Community, they re-affirm their membership each year by responding to an "Affirmation of Membership" inquiry e-mail message sent to them by the Membership Committee. If a Member fails to respond to the "Affirmation of Membership" inquiry, the Membership Committee is empowered to revoke his/her membership (see Revocation of Membership).
For an initial period of time (extending from the day of The Document Foundation's initial public announcement of its launch to December 31, 2010) having contributed to the OpenOffice.org project was deemed to constitute merit:
- Contributors to OpenOffice.org are qualified to become Members of the Foundation, subject to the same rules as explained above.
- A simplified process may be applied for OOo Project Leads and other particularly-significant Contributors who may not necessarily have been part of the OpenOffice.org project.
Revocation of Membership
Unannounced or unexplained inactivity of Members for longer than three (3) months is considered to be grounds for membership revocation.
Members are required to re-affirm their membership status every year (see Continuity of Membership). Unexplained failure to respond to the "Affirmation of Membership" e-mail within three (3) weeks is considered to be grounds for membership revocation.
In such cases, the revocation decision is automatic, but must be confirmed by the Membership Committee.
Membership may be revoked if a Member is reported to have been aggressive or insulting, or to have exhibited other forms of unacceptable behavior, or to have perpetrated ad hominem attacks or other abuse, via the Foundation's mailing lists, forums or other resources, or via other means.
Any Member with due justification can file a request for membership revocation to the Board of Directors, and should provide as much evidence as possible. Such requests and evidence should be sent to the following e-mail address: firstname.lastname@example.org.
The Board of Directors will examine testimony from both the plaintiff and the defendant, and a decision will be taken within two (2) months of the initial report being received.
Any Member is free to resign, and is requested to submit his/her resignation by e-mail to the Membership Committee. In the event of a resignation, membership termination will be automatic. To resign one's membership, one can send an e-mail message stating one's resignation to: email@example.com.
Voting to Elect Members of the Board of Directors
The Board of Directors is elected by a vote involving all Members. Candidates must be either Members of any of the Foundation's Projects or Contributors to the Foundation. The chosen voting system for an election to appoint BoD members [a "BoD election"] is the Single Transferable Vote (STV) system, using the Meek method. BoD members are elected individually during a single electoral process, with all seats on the BoD being put up for election each year. The nine (9) candidates having won the highest number of votes are deemed to have been elected.
Elections are prepared by the MC, and are overseen by the MC and the Chairperson. Each candidate runs on his/her own behalf. Members will be notified about a BoD election at least forty-five (45) days in advance, by e-mail. Complaints should be addressed to the Chairperson, who will either settle the dispute or call a new election.
Ad Hoc Community Votes Organized by the Board of Directors
The Board of Directors can decide to organize a vote by Community Members on whatever issue it considers appropriate.
The quorum for all decisions put up for a Members' vote is fifty per cent (50%) of the membership, with a simple majority required for adoption of a decision.
Votes Conducted Within the Board of Directors
BoD votes are decided by a simple majority; a quorum is defined as being two thirds (2/3rds) of the voting members.
Revisions of the Community Bylaws
The BoD can amend or modify the Bylaws. However, to do this, there must be a quorum of all 9 members of the BoD (or their deputies), and there must be a qualified majority of two thirds (2/3rds) of the BoD members voting to approve the change(s) in the Bylaws.
The BoD cannot amend the Community Bylaws to alter the equality between Community Members, and cannot impose a system that favors one Contributor over others.
The Community must be immediately notified of any changes whatsoever to the Bylaws, through an explicit public announcement via a commonly-consulted public medium.
Solemn Address and Impeachment of the Board of Directors
If the Board of Directors [BoD] enacts a decision or is in the process of enacting a decision affecting itself as a body, or affecting the ESC, the AB or the MC, 30% of all active members can appeal to the Chairperson by mean of a "Solemn Address".
The Solemn Address is a text stating the discontent of the Members and explaining why they feel in complete disagreement with the BoD. The Solemn Address must be drafted by a minimum of ten (10) active Members, and should be undersigned by thirty per cent (30%) of the Community's active Members; the Membership Committee must formally validate that the thirty-per-cent (30%) quorum is fulfilled. The process for fulfilling the quorum cannot last more than one month.
The Solemn Address is then sent to the Chairperson. The Chairperson must accept this Solemn Address, and must officially notify the BoD. The BoD then has the opportunity to annul or repeal its decision or its work that led to the enactment of the Solemn Address. If the BoD fails to comply with the demands stated in the Solemn Address, then concerned Members of the Community can request an Impeachment Vote.
As soon as the Chairperson has officially received the Solemn Address, the Board of Directors can no longer discharge the Chairperson, nor dismiss him/her, nor change any of the rules, composition or processes of the MC until the Solemn Address process and a possible Impeachment Vote have been remedied.
The Impeachment Procedure only takes place in the event a Solemn Address has not led the BoD to change its decision. The same Community Members then have the option to request an Impeachment Vote. The Impeachment Vote Process is carried out by the Chairperson and the Membership Committee (see the specific provisions that apply for the Solemn Address).
The Impeachment Vote is a vote that calls uniquely for the immediate election of a new BoD; it is not in any way a vote on a particular decision, nor is it a ballot to elect or unseat particular members of the BoD. If fifty-one per cent (51%) of "all Members deemed active on the day that the Solemn Address is received by the Chairperson" vote in favor of impeaching the existing Board of Directors, then elections for a new Board of Directors will be organized immediately by the Membership Committee and the Chairperson.