[foundation-board] Vote on Communia membership

[paula le dieu]

+1

Sorry for slow response. I also vote +1 Good people with good goals. Third
the view that we need to keep an eye on lobbying.

Regards
Paula

On 11 August 2011 13:53, Rufus Pollock <rufus.pollock at okfn.org> wrote:

> I'm also +1 (while noting Jordan's point about keeping an eye on this
> going forward). COMMUNIA was good, we're not being asked for any
> specific resource and there does not seem to be any obvious legal
> downside other than the possible legal hassle.
>
> Rufus
>
> On 10 August 2011 20:05, Jordan S Hatcher <jordan.hatcher at okfn.org> wrote:
> > Hi Board
> > Have been getting some emails that we need to sign this documentation
> tout
> > suite. Details below.
> > I can't see us doing this without a formal board vote as it involves our
> > company becoming a member of another company.
> > The proposal is from Jonathan and sponsored by Rufus (correct me if I'm
> > wrong) to be a founding member of the a new international association
> based
> > in Brussels for Communia. This is the new organisation founded after the
> EU
> > funding ended for the Communia project.
> > As I see it, Communia at this point may be on a trajectory towards
> becoming
> > a lobbying organisation -- to me that's not a show stopper, but is
> something
> > we'll have to keep under review as we sign up to contracts such as
> Omidyar
> > and look at our funding sources moving forward.
> > I vote yes.
> > Thanks
> > Jordan
> > Begin forwarded message:
> >
> > From: Anne-Catherine Lorrain <aclorrain at gmail.com>
> > Date: 9 August 2011 20:41:41 GMT+01:00
> > To: Jordan S Hatcher <jordan.hatcher at okfn.org>, Prodromos Tsiavos
> > <p.tsiavos at lse.ac.uk>, "Square One Dr Peter Troxler (KvK 24480536)"
> > <peter at square-1.eu>, Giancarlo.Frosio at law.duke.edu, Primavera de Filippi
> > <pdefilippi at gmail.com>, Ignasi Labastida i Juan <ilabastida at ub.edu>,
> Maja
> > Bogataj <maja.bogataj at ipi.si>, Frank Kresin <frank at waag.org>, Justyna
> > Hofmokl <justyna.hofmokl at gmail.com>, Alek Tarkowski
> > <alek at creativecommons.pl>, d kd <dalitkd at gmail.com>, Federico Morando
> > <federico.morando at polito.it>, Marcello Mustilli <m.mustilli at blmius.com>,
> > Maarten Brinkerink <mbrinkerink at beeldengeluid.nl>, Philippe Aigrain
> > <philippe.aigrain at sopinspace.com>, Bourcier
> > <daniele.bourcier at cersa.cnrs.fr>, Jonathan Gray <jonathan.gray at okfn.org
> >,
> > filip at metamorphosis.org.mk, Diane Peters <diane at creativecommons.org>,
> Diane
> > Cabell <dc at icommons.org>, Paul Keller <pk at kl.nl>,
> > juancarlos.demartin at polito.it, Davide Piazzoni
> > <dott.piazzoni at studioruo.com>, John Hendrik Weitzmann
> > <jhweitzmann at mx.uni-saarland.de>
> > Cc: melanie dulong <melanie.ddr at gmail.com>, Julien Ciarniello
> > <avocat at ciarniello.net>
> > Subject: (Communia Intl Association) - some useful reminders/explanations
> >
> > Dear All,
> >
> > Following the previous Email conversations, and notably following the
> Email
> > from our Attorney, some of you have had questions about the next steps
> for
> > the legal establishment of the Association and about the role of our
> > Attorney. It seems that a few reminders and further explanations won't
> hurt
> > :)
> >
> > Regarding the context of the legal constitution of Communia Intl
> Association
> > in Brussels:
> >
> > The remaining budget from the former Communia network - that had to be
> spent
> > before end 2010 - has been allocated to the legal constitution of a
> Communia
> > Intl Association in Brussels. The role of Julien Ciarniello as our
> Attorney
> > is to help us in this task under Belgian law. Therefore, the to-be-formed
> > association is Julien's client (but only regarding these early steps of
> > establishment). Julien needs documents from each founding member and
> > administrator ONLY for the establishement of the association, so that he
> can
> > legally represent each of us to the notary and to the governmental
> > authorities.
> > The required Power of Attorney (original document to be sent by post) is
> > needed for the legal constitution of the Association until it is
> > acknowledged by the government, not beyond. The notarization is the first
> > step. If there are any further steps, they are limited to the
> representation
> > of founding members to the administration during the establishment of the
> > association. The Power of Attorney has thus a limited scope.
> > The POA also provides that our Attorney names the first board of
> directors
> > and is entitled to attend our GAs.
> > It is thus quite similar to the US/UK "incorporator".
> >
> > Regarding the statutes of the Association:
> >
> > The final version of the statutes (in French) has been communicated to
> you.
> > However, we agree that an English translation is necessary so that
> everybody
> > knows what she/he exactly signs for.
> > The English translation of the final version of the statutes is not yet
> > ready. In some previous exchanges of Emails, Mélanie and i tried to sum
> up
> > the most important provisions of the statutes. We first had to agree (in
> > English) amongst members about the main legal provisions, and we then had
> to
> > discuss with our Attorney on the provisions in French, which took more
> time
> > than expected.
> > You will find below an earlier Email detailing the main provisions of the
> > statutes of the Association in English.
> > You can also find the information on the wiki page
> > (https://private.communia-project.eu/wiki). However, this version does
> not
> > exactly correspond to the final one. In the draft on the wiki, you will
> find
> > many question marks that have been answered since then.
> > This already gives a quite accurate view on what an Association means
> under
> > Belgian law in terms of liabilities for its members, i.e. not
> much: Article
> > 20 of the statutes states that they don't have any personal
> > obligation and are only responsible for the execution of their mandate.
> > Please also note that we have managed to introduce provisions allowing us
> to
> > organize meetings (GAs and CAs) by telecommunication means with minimal
> > requirements.
> > We have to update the wiki with the final draft of the statutes
> translated
> > in English. We'll try to take care of this as soon as we can.
> > i hope this has been helpful for you to have the information you need for
> > the moment.
> > Most of all, we hope that you'll be able to send the POAs and all
> required
> > documents to Julien shortly, as we need to move on.
> > Sorry for this long Email, and thank you for your input.
> > Best regards,
> > --
> > Anne-Catherine Lorrain
> >
> >> ---------- Forwarded message ----------
> >> From: Anne-Catherine Lorrain <aclorrain at gmail.com>
> >> Date: 2011/2/17
> >> Subject: COMMUNIA AISBL - Proposal for draft Statutes
> >> To: communia-members at lists.communia-project.eu
> >> Cc: Mélanie Dulong de Rosnay <melanie.ddr at gmail.com>, Julien Ciarniello
> >> <avocat at ciarniello.net>
> >>
> >>
> >> Dear All,
> >>
> >> Good news. Our Belgian Attorney, Julien Ciarniello (here in cc), has
> been
> >> able to provide us with a first draft of the Statutes in English.
> >>
> >> The legal regime for the constitution of an International Association
> >> (AISBL) in Belgium is very liberal. The basic principle is: what is not
> >> expressly forbidden by the law shall be allowed.
> >>
> >> Please find below a 'skeleton' for a first draft of the Statutes,
> >> including the essential clauses, which need to be discussed amongst
> >> members.
> >> The rules for the functioning of the Association, particularly regarding
> >> the General Assembly and the Administrative Council, are entirely left
> to
> >> the freedom of choice of the drafters/members. Most of the following
> drafted
> >> paragraphs are only examples.
> >>
> >> I will put all this on the wiki shortly, so that you can comment and
> >> complete the draft.
> >>
> >> Shall we set a deadline for comments? Is it reasonable to hope that the
> >> Statutes can be submitted to the notary, let's say by early April?
> >> Thank you all for your contribution.
> >> Looking forward to reading your comments.
> >> All the best,
> >> Anne-Catherine
> >>
> >> --
> >> Anne-Catherine Lorrain
> >> aclorrain at gmail.com
> >> Mob.: +32 473 99 97 92
> >> www.aclorrain.fr
> >>
> >> ------------------------------------------------------
> >>
> >> COMMUNIA AISBL - Proposal for draft Statutes
> >>
> >> TITLE I. APPELLATION - ASSOCIATION HEADQUARTERS
> >>
> >> Appellation
> >> The International Non Profit making Association has the appellation:
> >> "COMMUNIA, The International Association on the Digital Public Domain",
> >> also called "Communia", hereafter referred to as "the Association".
> >>
> >> Headquarters
> >> The headquarters of the Association are established in Belgium in
> >> Brussels, in the Brussels-Capital region.
> >>
> >> TITLE II. ASSOCIATION OBJECTIVE - DURATION
> >> Objective:
> >> The non profit making aim of the Association’s international interest is
> >> to:
> >> a)
> >> b)
> >> c)
> >> d)
> >> ...
> >>
> >> Duration:
> >> The Association is constituted for an unlimited duration.
> >>
> >> TITLE III. MEMBERS - CONTRIBUTIONS - EXIT
> >>
> >> - Members:
> >> The Association is composed of participative (full) members and members.
> >> The minimum number of participative members may not be less than three
> >> (3).
> >> The number of members is not limited.
> >> Only participative members have all the rights attached to membership
> >> [vote].
> >>
> >> Membership is decided by [the General Assembly / the Administration
> >> Council (or "Board")?].
> >>
> >> [Specific to Communia: conditions of membership for Research Centres?
> >> other specific rules regarding members?]
> >>
> >> Participative members:
> >> [specific rules on "participative members" is not mandatory]
> >> Participative members have the right to vote.
> >> [other specific rules?]
> >>
> >> Right to vote - Rights of members: [non mandatory article]
> >> [e.g.: The General Assembly includes a representative from each
> >> (participative member, participant centre? other?). Each representative
> only
> >> has one vote.]
> >>
> >> Contributions:
> >> The resources of the Association include (...).
> >> Equally, the General Assembly may determine the amount of the annual
> >> contribution.
> >>
> >> - Voluntary retirement - resignation - suspension - exclusion
> >> Any member of the Association is free to withdraw from it at any time,
> >> notifying the resignation to the Administration Council in writing.
> >>
> >> The exclusion of a participative member can only be imposed by the
> General
> >> Assembly deciding by two-thirds majority of its votes present or
> >> represented. The exclusion of an associate member may be ordered by the
> >> Board of Directors deciding with majority.
> >>
> >>
> >> TITLE IV. ORGANISATION
> >>
> >> [note: the organisation of the Association is free. The existence of a
> >> General Assembly and of an Administration Council are not mandatory, but
> is
> >> generally provided by the Statutes to facilitate the management of the
> >> Association]
> >>
> >> Bodies of the Association
> >> The bodies of the Association are:
> >> - the General Assembly;
> >> - the Administration Council
> >>
> >> Section I. The General Assembly
> >>
> >> Competence:
> >> The general assembly possesses plenary powers that permit the execution
> of
> >> the objective and the activities of the Association.
> >> The general assembly has complete authority. More generally, the general
> >> assembly determines the general policy of the Association.
> >>
> >> Reserved exclusively to its powers, duties and functions are:
> >> - amendment of statutes;
> >> - appointment and removal of administrators;
> >> - appointment and dismissal of auditors/commissioners if it so happens
> and
> >> fixing their compensation where compensation is awarded;
> >> - discharging of grants to administrators and commissioners
> >> - approval of budgets and annual accounts;
> >> - voluntary dissolution of the Association ;
> >> - exclusion of a member;
> >> - adoption of an internal rule of order;
> >> - all cases where statutes require it.
> >>
> >> Composition:
> >> The general assembly is composed of all associate members.
> >> It is chaired by [the Chairman of the Administration Council / or by a
> >> president elected by the general assembly under a proposal from the
> >> administration council].
> >> The general assembly is presided over by a president elected by it under
> a
> >> proposal from the administration council.
> >>
> >> The general assembly may establish, if necessary, subsidiary bodies, of
> a
> >> temporary or a permanent nature. It determines the general composition,
> the
> >> authority and the duration of the mandate of these bodies.
> >>
> >> Convocation:
> >> A meeting of the general assembly must be held at least (once each
> year?).
> >> Modes of convocation (by E-mail or any other means of communication, at
> >> least X days before the meeting...)
> >> Ordinary meetings
> >> Extraordinary meetings
> >>
> >> Mode of decision:
> >> Quorum? Such quorum must be validated by the Administration Council.
> >> Voting rules: each participative member has one vote.
> >>
> >> Conditions for amendments to statutes [non mandatory]
> >> Statutes may only be amended by a deed drawn up by a notary.
> >> Any proposal having for its aim an amendment of the statutes or the
> >> dissolution of the Association must proceed from the administration
> council
> >> or from at least one-third (1/3) of the members of the Association.
> >>
> >> Section II. The Administration Council
> >>
> >> Competence - Representation:
> >> The Administration Council is invested with powers to act in the name of
> >> the Association and to carry out all acts of management, administration,
> and
> >> settlement that are in the interests of the Association, with the
> reserve of
> >> the competence of the general assembly.
> >> The Administration Council has the broadest powers for the
> administration
> >> and management of the Association. Its powers notably consist in:
> >> - taking decisions, between meetings of the general assembly, within the
> >> framework of the global policy determined by the general assembly;
> >> - analyse decisions concerning the budget of the Association.
> >> - (...)
> >>
> >> The international secretariat [there will probably be one] consists of
> >> (...)
> >> The international secretariat is responsible for the implementation of
> >> decisions taken by the general assembly and the administration council.
> >>
> >> Administrators not specifically invested by the general assembly with
> >> specific functions and missions exercise their power through boardroom
> >> participation in administration council meetings.
> >>
> >> The administration council elects a president (...)
> >>
> >> The administration council may delegate daily management, or give
> >> specially elected powers to one or more persons, whether administrators
> or
> >> not, members or not, who exercise their intercessions in an individual
> >> manner and whose powers it shall set.
> >>
> >> All actions undertaken by the Association are, without special
> >> procurations, signed by (X) administrators [or by the executive
> director]
> >> (...)
> >>
> >> Judicial actions, either as plaintiff or defendant, are pursued by the
> >> administration council, represented by the president, the executive
> director
> >> or an administrator appointed to this effect by it.
> >>
> >> Each year, and at the latest, six month after the closing date of the
> >> Association’s financial year, the administration council presents to the
> >> general assembly for approval the budget for the following financial
> year,
> >> and the annual accounts for the financial year just past, in conformity
> with
> >> article 53 of the law.
> >>
> >>
> >> Composition:
> >> The Association is administered by a council composed of a president and
> X
> >> other members, being physical persons.
> >>
> >> Have been appointed as members of the Administration Council:
> >> - Administrators:
> >> - President:
> >> - Vice-President:
> >> - Secretary General:
> >>
> >> The administrators are called by the general assembly for a mandate of
> >> three [less?] years.
> >>
> >> The administration council may invite observers, consultants, members,
> or
> >> not, with a consultative vote.
> >>
> >> The functions of administrators come to an end with death, resignation,
> >> civil incapacity or placement under temporary administration, removal,
> or
> >> expiry of mandate. Any administrator is free to retire at any moment
> from
> >> his functions by addressing the administration council of his/her
> >> resignation in writing, which acts on it and acknowledges it at the next
> >> meeting of the general assembly.
> >>
> >> The mandate of the administrator is not remunerated, expect by a
> decision
> >> to the contrary by the general assembly.
> >>
> >> Meetings and convocations:
> >> The administration council convenes when called by the president or, in
> >> its absence, by an administrator.
> >> The convocation is transmitted by letter, fax, electronic mail or any
> >> other means of communication.
> >>
> >> The administration council forms a board and may only make a ruling if
> at
> >> least a quarter of its members are present or represented.
> >> Its decisions are made with a simple majority of votes. In case of a
> >> divided vote, that of the president or his/her replacement is decisive.
> >>
> >> Mode of decision:
> >> Quorum?
> >> Decisions are documented recorded in the form of minutes. These minutes
> >> are signed by the person who presided over the sitting or by an
> >> administrator and are documented in a special register. The extracts or
> >> copies that must be produced are signed by an administrator.
> >>
> >> TITLE V. Miscellaneous
> >>
> >> Association financial year
> >> The Association's financial year begins on the First of January and ends
> >> on the Thirty-First of December each year.
> >> Exceptionally, the first financial year will end on XX/XX/2011.
> >> Audit?
> >>
> >> Dissolution and liquidation
> >> The general assembly adjudicates on the dissolution of the Association
> >> (...).
> >>
> >>
> >
> > ____
> > Mr. Jordan S Hatcher, JD, LLM
> > More at: <http://www.jordanhatcher.com>
> > Co-founder:  <http://www.opendatacommons.org>
> > Open Knowledge: <http://www.okfn.org/>
> >
> > _______________________________________________
> > foundation-board mailing list
> > foundation-board at lists.okfn.org
> > http://lists.okfn.org/mailman/listinfo/foundation-board
> >
> >
>
>
>
> --
> Co-Founder, Open Knowledge Foundation
> Promoting Open Knowledge in a Digital Age
> http://www.okfn.org/ - http://blog.okfn.org/
>
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