[foundation-board] Request for board approval to start working towards OKF Austria

Jordan S Hatcher jordan at opencontentlawyer.com
Fri Nov 19 18:11:36 UTC 2010

On 16 Nov 2010, at 16:50, Jo Walsh wrote:

> On 15/11/2010 18:11, Jordan S Hatcher wrote:
>> This is a group of people acting in the name of the company on whose
>> board of directors we sit. This group of people could be doing
>> anything, including from the well-meaning-but-legally-problematic
>> (fundraising, entering into contracts) to the dishonest and
>> fraudulent (theft) and some stuff in-between
> I'm uncomfortable with this assumption of distrust-by-default.
> I don't think that it helps. Let's stick with the ideals of meritocracy and tolerance?

It's absolutely not distrust by default. This is about discharging the duties we have as directors to a company and being clear that there is a dividing line between acting as part of the broader OKF community and acting as a representative of the OKF, as in the company limited by guarantee on whose board of directors we sit.

I strongly feel it is our duty to be clear about who does what in the name of the OKF.
>> I care about what the OKF does, and if we are going to empower
>> autonomous groups of people, unincorporated or incorporated, off in
>> various foreign lands, then I am of the opinion that we need to have
>> a modicum of control over them and some established norms and rules
>> about how they behave.
> I agree that there should be guidelines that need to be met before a chapter is approved. And that if there are legal issues then the Board should be aware of them before voting to approve guidelines.
> I'm not certain that "we need" to exercise control over what chapters do. Which "we" are you referring to here - the Board?

"We" as in the board. See above.

> Do you think the OKF Board controls the OKF community?

How could I think that the board could "control" a community?  Perhaps if I rephrase?

If *the board* is going to empower autonomous groups of people, unincorporated or incorporated, off in various foreign lands, to act in the name of the OKF, as in OKF-Germany or OKF-Austria, or OKF-Foo, then I am of the opinion that we (the board) need to have a modicum of control over them and some established norms and rules about how they behave in order to protect and grow the OKF community.

Autonomous foreign (or local!) groups are absolutely free to support open knowledge however they want using some other name.

>> The situation with certain people claiming that they represent the
>> OKF in a related thread is but one example of why we should think
>> about who gets to represent us and have a process.
> That discussion has nothing to do with local chapters, does it?

I think it has everything to do with local chapters.

If we have no control over who and how people get to represent and act on behalf of the OKF then it seems like we have very few options for when people don't act in our (the board's) interest (on behalf of the community). If we can't protect the reputation and work of the OKF then we have failed as a board to protect our community. 

> And again, who are "we" here? Is this view compatible with the statement that OKF is a decentralised and meritocratic organisation committed to open discussion and tolerance?

I guess that depends on how you define "decentralisation".  We are obviously centralised in that we have the Open Knowledge Foundation Limited, and I see nothing incompatible with being decentralised in the sense of having legal entities be chapters.

>> This is all good for discussion but in some degree is moot as we've
>> already voted as a board to establish a chapters process involving a
>> transition of supporters into formal legal entities.
> I missed the meeting at which this was discussed due to an unmovable commitment to a presentation session. Looking at the minutes:
> http://board.okfn.org/BoardMeetings/2010-09-14
> There's nothing here about a local chapter needing to be a formal legal entity? There wasn't a vote, just a discussion, and you and Paula offered to create a proposal which we could review, amend and then vote on?

* we already have a chapters "process" that involves formal legal entities -- that's OKF Germany. So at the very least it's been decided that we MUST have a process that involves people forming formal legal entities.
* My apologies. You are correct that we did not vote to require chapters be formal legal entities.
* Obviously having chapters that aren't formal legal entities is something we will clearly have to discuss Thanks



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Mr. Jordan S Hatcher, JD, LLM

More at: <http://www.jordanhatcher.com>
Co-founder:  <http://www.opendatacommons.org>
Open Knowledge: <http://www.okfn.org/>

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