Board of Directors Rules of Procedure

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Effective since: September 28th, 2012
Amended February 24th, 2014
Amended March 5th, 2014
Amended July 18th, 2014
Amended May 20th, 2015
Amended July 22nd, 2015
Amended March 2nd, 2016
Amended April 29th, 2016
Amended July 25th, 2016
Amended March 29th, 2018
Amended March 2nd, 2020
Amended December 2nd, 2021
Amended March 15th, 2022
Amended March 18th, 2022
Amended April 13th, 2023

Links

The budgetting process is documented at a separate wiki page

Preamble

In addition to § 7, (5) of the statutes, the Board of Directors hereby agrees on the following rules of procedure. Notwithstanding any regulations in the statutes, this document defines board processes, decision making, as well as sharing and delegation of board tasks.

Binding part of these Rules of Procedure is the Board’s Conflict of Interest Policy.

Should elements of the Rules of Procedure be in collision with the Conflict of Interest Policy, the rules of the Conflict of Interest Policy always shall prevail.

Processes

§ 1. Approval, modification, cancellation and publication of rules of procedure

1. These rules of procedure can, at any time, be modified or cancelled at the sole discretion of the board.
2. Decisions regarding the rules of procedure are made according to § 9 of the statutes. Drafts of amended rules, or the intent to cancel them in entirety, need to be made available at least one week in advance.
3. The rules of procedure can enter into effect earliest after approval by the board according to 2., and after being published to the members.
4. The rules of procedure must not conflict with TDF statutes. In such cases, the conflicting parts are overridden by whatever is mandated by the statutes.

Decision making and responsibilities

§ 2. Basic principle - all members of the board of directors participate in all board matters by voting. As such, the principle of joint management is maintained.

§ 3. Detailed work on complex topics can happen by delegation into working groups. From time to time, the board will appoint dedicated working groups, with the responsibility to produce suggestions on specific topics, paying attention to possible different views among board members. No decision-making takes place in those groups, which will always rest with the full board.

§ 4. Shared responsibility - The board as a whole assumes responsibility for all decisions, also those made by individual board members in their capacities listed in § 3.

§ 5. Board decision making

1. For decisions affecting daily operations, and if the vote happens electronically via email, for values of less than € 500, or an equivalent contractual liability, not answering in the vote thread for longer than 2 business days (for reasons including absence and illness) counts towards approval.
2. Absent directors not able to follow daily opertations may notify the board of that fact, and, provided the remaining board agrees, may negotiate voting proceedures different from 1. for their vote, or name representing deputies in order of preference.
3. With a view to ensuring that decisions can be made in the most timely way possible while still ensuring every director is empowered, the Board RESOLVES that:
   1. Any motion supplied to all directors and/or adequately described on an agenda, in either case issued at least 4 days in advance of a properly constituted and quorate Board meeting, may be passed by a simple majority of those present at that meeting.
   2. Any motion introduced or substantially changed after that point may be passed by the same simple majority but must be confirmed on the agenda of the next meeting or according to e-mail voting rules, and any non-reversible actions of the motion delayed until it is confirmed.

Delegation

§ 6. Delegation of tasks

1. By simple majority, the board can delegate tasks
2. Those delegated tasks may have a budget assigned. Potential orders, limits, or bonds associated with that task are to be adhered to.
3. Delegated tasks have mandatory reporting and disclosure requirements towards the board, including disposition of funds, and achievement of objectives. Reporting needs to happen at least once a year.
4. Members of the board, given prior permission of the entire board, and still with full responsibility for their respective areas (§ 3), can delegate tasks assigned to them to third parties. The responsible director assumes control and supervision of any contracted third party.

§ 7. Committees

1. It is the sole discretion of the board to setup committees, tasked to prepare decisions for the board. Committees can only advise, the ultimate decision authority and responsibility lies with the board.

Officers

§ 8. Infrastructure Officer

The board will contract, or alternatively hire if more economical/practical, resources for professional, secure, and timely maintenance of TDF's central IT infrastructure. The board acknowledges that TDF's virtual presence and web pages are one of its most valuable assets, and thus are worthy of focused investment to complement the sysadmin community's great work.

§ 9. Executive Director ("Geschäftsführer")

Acknowledging the amount of work and time required to ensure proper operations, the board will hire an Executive Director ("Geschäftsführer") to ensure daily operations and out-of-court legal representation of the foundation, fulfillment of its mission statement, and the execution of tasks decided by the board. The Executive Director shall be entitled with certain legal powers to fullfill this role and ensure daily operations, and is otherwise bound to orders issued by the board. The Executive Director may not be part of either the board or the membership committee, nor deputy in either of these bodies.

§ 10. Marketing Representative

The board acknowledges the importance of professional marketing and public relations. It may entitle one or more individual contributors to the foundation's projects to represent the foundation and its projects on a non-legal level and speak on its behalf on conferences, events, trade shows, to journalists and market analysts. Contractually binding agreements require prior approval by the foundation's legal representatives.

Bodies of TDF

§ 11. General Rules

1. TDF employees are barred from holding or seeking elected position in TDF.
2. No contract shall be awarded by TDF to a BoD member during his tenure or within 3 months of the expiration of his/her tenure.
3. MC members shall not be awarded contracts by TDF during their tenure or within 3 months of the expiration of their tenure, unless the value of such contract, for the period covered, does not represent a substantial fraction of the freelancer's income or work time. The board considers a third or more of a person's working hours to be substantial.

Validity and Entry into Force

1. Severability clause - should one or more items of these rules of procedure turn out to be invalid, in collision with the statutes, German law, or otherwise not applicable, all other items will remain in effect.
2. These rules of procedure enter into force effective September 28th, 2012.